20-F - HHHEF - Equibles

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to _____________

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

Date of event requiring this shell company report: _______

Commission file number 016353

37CAPITAL INC.

(Exact name of Registrant as specified in its charter)

British Columbia, Canada

(Jurisdiction of Incorporation or organization)

Suite 400, 570 Granville Street, Vancouver, British Columbia, Canada V6C 3P1

(Address of principal executive offices)

Securities to be registered pursuant to Section 12(b) of the Act:

None

Securities registered or to be registered pursuant to Section 12 (g) of the Act:

Common Stock, Fully Paid and Non-Assessable Common Shares Without Par Value

(Title of Class)

Securities for which there is reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 7,292,709 common shares as of December 31, 2020. No preferred shares issued and outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐ No ☒

Note- Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety days.

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐	International Fiancial Reporting Standards as issued By the International Accounting Standards Board ☒	Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 ☐	Item 18 ☐

If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)

Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (s 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☐ No ☒

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37CAPITAL INC.

FORM20-F ANNUAL REPORT 2019

TABLEOF CONTENTS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	3
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE	3
ITEM 3. KEY INFORMATION	3
ITEM 4. INFORMATION ON THE COMPANY	7
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	16
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	24
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	28
ITEM 8. FINANCIAL INFORMATION	31
ITEM 9. THE OFFER & LISTING	32
ITEM 10. ADDITIONAL INFORMATION	35
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	45
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	46
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	46
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	47
ITEM 15. CONTROLS AND PROCEDURES	47
ITEM 16. AUDIT COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES.	48
ITEM 17. FINANCIAL STATEMENTS	49
ITEM 18. FINANCIAL STATEMENTS	50
ITEM 19. LIST OF EXHIBITS	50
Exhibit 99.2*	87
Exhibit 99.3*	88
Exhibit 11.1	89
Exhibit 31.1	90
Exhibit 32.1	92
SIGNATURE PAGE	93

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ITEM

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Name of Directors and/or Officers of the Issuer	Position Held as at the date of this Annual Report
Jacob H. Kalpakian Vancouver, British Columbia, Canada	President, CEO and Director
Neil Spellman* Carlsbad, CA, USA	CFO & Director
Gregory T. McFarlane* Las Vegas, Nevada, USA	Director
Fred A. C. Tejada*^1^ Surrey, British Columbia, Canada	Director
Maria P. Arenas Surrey, British Columbia, Canada	Corporate Secretary

*Members of the Audit Committee

^1^Effective May 1, 2021, Fred Tejada tendered his resignation from the Board of Directors.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

Item3.A. Selected Financial Data

The selected financial data in Table I has been derived from the audited consolidated financial statements of 37 Capital Inc. (hereinafter referred to as the “Company” or the “Registrant” or “37 Capital”). The financial data under 2020, 2019, 2018, 2017 and 2016 have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The information should be read in conjunction with the Registrant's consolidated financial statements and notes thereto included in Item 17 of this Annual Report.

All financial figures presented herein and throughout this Annual Report are expressed in Canadian dollars (Cdn$) unless otherwise specified.

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TABLEI

The financial data under the tables 2019, 2018, 2017, 2016 and 2015 have been prepared in accordance with IFRS.

	Year Ended December 31, 2020
Operating Revenue	$	0		0		0		0		0
Interest Income	$	0		0		0		0		0
Comprehensive loss	$	(133,379	)	(147,137	)	(160,856	)	(183,934	)	(347,963	)
Basic and diluted loss per common share before other items	$	(0.02	)	(0.02	)	(0.02	)	(0.07	)	(0.17	)
Total Assets	$	40,573		33,180		2,960		3,012		5,922
Capital Stock	$	25,864,950		25,857,450		25,849,950		25,770,450		25,372,201
Number of common shares at year-end	$	7,292,709		7,192,709		7,092,709		6,492,709		2,067,724
Long-term obligations	$	0		0		0		0		0
Cash dividends	$	0		0		0		0		0

Bankof Canada Exchange Rates

	Monthly High ()(1)	Monthly Low ()(1)
July 2020
August 2020
September 2020
October 2020
November 2020
December 2020

All values are in US Dollars.

^(1)^The high and low exchange rates have been calculated using the rates of the Bank of Canada.

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| --- | | | | For Year Ended December 31, 2019 | | For Year Ended December 31, 2018 | | For Year Ended December 31, 2017 | | For Year Ended December 31, 2016 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Average rate ()(2) | 0.7461 | | 0.7560 | | 0.7446 | | 0.7708 | | 0.7499 | | High ()(3) | 0.7863 | | 0.7699 | | 0.7581 | | 0.8245 | | 0.7972 | | Low ()(3) | 0.6898 | | 0.7393 | | 0.7330 | | 0.7276 | | 0.6854 |

All values are in US Dollars.

^(2)^The average exchange rate for the period has been calculated using the yearly rate of the Bank of Canada.

^(3)^The high and low exchange rates in each period were determined from the yearly rate of the Bank of Canada.

All of the amounts in the Exchange rates tables above are stated in U.S. currency. Accordingly, at the closing on December 31, 2020, the US $1.00 was equal to Cdn $1.2732.

Item3.D. Risk Factors

The Company and the Securities of the Company, should be considered a highly speculative investment. The following risk factors should be given special consideration when evaluating an investment in any of the Company's Securities:

**1).RISKS RELATED TO THE COMPANY’S BUSINESS

-Regulations*:* 37 Capital’s proposed mineral exploration programs, are subject to extensive federal, provincial and local laws and regulations governing such exploration, development and operation of mining activities as well as the protection of the environment, including laws and regulations relating to obtaining permits to mine, protection of air and water quality, hazardous waste management, mine reclamation and the protection of endangered or threatened species.

-Exploration and Development: The resource properties in which the Company has an interest are in the exploration stages only and do not have a known body of commercial ore. Exploration and development of natural resource properties involve a high degree of risk and few properties which are explored are ultimately developed into producing properties. Substantial expenditures are required to establish reserves through drilling, to develop processes to extract the resources and, in the case of new properties, to develop the extraction and processing facilities and infrastructure at any site chosen for extraction. Although substantial benefits may be derived from the discovery of a major deposit, no assurance can be given that resources will be discovered in sufficient quantities or grades to justify commercial operations or that the funds required for development can be obtained on a timely basis.

-Operating Hazards and Risks: Exploration for natural resources involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of resources, any of which could result in work stoppages, damages to persons or property and possible environmental damages. Although the Company may obtain liability insurance in an amount which it considers adequate, the nature of these risks is such that liabilities might exceed policy limits, the liabilities and hazards might not be insurable against, or the Company might not elect to insure itself against such liabilities due to high premium costs or other reasons, in which event the Company could incur significant costs that could have a material adverse effect upon its financial condition.

-Fluctuating Metal Prices: The prices of those commodities have fluctuated widely, particularly in recent years, and are affected by numerous factors beyond the Company's control including international, economic and political trends, expectations of inflation or deflation, currency exchange rate fluctuations, interest rates fluctuations, global or regional consumptive patterns, speculative activities and increased production due to new extraction developments and improved extraction and production methods. The effect of these factors on the prices of metals, and therefore the economic viability of the Company's interest in exploration projects, cannot be accurately predicted.

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-Environmental Factors: Should the Company decide to conduct any mineral exploration works then all phases of the Company's mineral exploration works shall be subject to environmental regulations. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees.

-Competition: The resource industry is intensely competitive in all of its respective phases, and the Company competes with many companies possessing much greater financial resources and technical facilities than the Company. As such, competition is adversely affecting the Company's ability to acquire suitable mineral exploration properties at reasonable prices.

-Management: The Company is dependent on a relatively small number of key employees, the loss of any of whom could have an adverse effect on the Company.

-Dilution: There are a number of outstanding securities and agreements pursuant to which common shares of the Company may be issued in the future. This will result in further dilution to the Company's shareholders.

-Revenues and Dividends: The Company does not anticipate to generate any revenue in the future and has not recognized any revenue in fiscal 2016, 2017, 2018, 2019 and 2020. In the event that the Company generates any revenues in the future, then the Company intends to retain its earnings in order to finance growth. Furthermore, apart from the Arrangement Agreement, the Company has not paid any dividends in the past and does not expect to pay any dividends in the future.

-Requirement of New Capital: As a company without any revenues, the Company typically needs more capital than it has available to it or can expect to generate through the sale of its assets. In the past, the Company has had to raise, by way of debt and equity financings, considerable funds to meet its capital needs. There is no assurance that the Company will be able to continue to raise funds needed for its business. Failure to raise the necessary funds in a timely fashion will limit the Company's growth or may jeopardize the Company’s ability to continue as a going concern. The Company has outstanding debts, has working capital deficiency, has no revenues, has incurred operating losses, and has no assurances that sufficient funding will be available to the Company to continue its operations for an extended period of time.

-U.S. Federal Income Tax Considerations: The Company is classified as a Passive Foreign Investment Company ("PFIC") for U.S. Federal Income Tax purposes. Classification as a PFIC will create U.S. Tax consequences to a U.S. shareholder of the Company that are unique to the PFIC provisions and that are not encountered in other investments. Prospective investors are advised to consult their own tax advisors with respect to the tax consequences of an investment in the common shares of the Company.

-Penny Stock: The Company's securities are deemed to be Penny Stocks and are therefore subject to Penny Stock rules as defined in Rule 3a(51)(1) of the 1934 Exchange Act. The Penny Stock disclosure requirements may have the effect of reducing the level of trading activity of the Company's securities in the secondary market. Penny Stocks are low-priced shares of small companies not traded on a U.S. national exchange or quoted on Nasdaq. The Company's securities were quoted for trading on the OTCQB tier of the OTC Markets Group (“OTCQB”) until June 1, 2020. Presently, the Company’s securities are quoted on the PINK Sheets on the OTC market. Penny Stocks, such as the Company's securities, can be very risky. Prices of Penny Stocks are often not available. Investors in Penny Stocks are often unable to sell stock back to the dealer that sold them the stock. Investors may lose all their investment in Penny Stocks. There is no guaranteed rate of return on Penny Stocks. Before an investor purchases any Penny Stock, U.S. Federal law requires a salesperson to tell the investor the "offer" and the "bid" on the Penny Stock, and the "compensation" the salesperson and the firm receive for the trade. The firm also must mail a confirmation of these prices to the investor after the trade. The Investor's Broker-dealer is required to obtain the investor's signature to show that the investor has received the statement titled "Important Information on Penny Stocks" before the investor first trades in a Penny Stock. This Statement is required by the U.S. Securities and Exchange Commission ("SEC") and contains important information on Penny Stocks. Furthermore, under penalty of Federal Law the Investor's brokerage firm must tell the investor at two different times - before the investor agrees to buy or sell a Penny Stock, and after the trade, by written confirmation the following: 1) the bid and offer price quotes for the Penny Stock, and the number of shares to which the quoted prices apply, 2) the brokerage firm's compensation for the trade, 3) the compensation received by the brokerage firm's salesperson for the trade. In addition, to these items listed above the investor's brokerage firm must send the investor monthly account statements and a written statement of the investor's financial situation and investment goals as required by the Securities Enforcement and Penny Stock Reform Act of 1990.

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- Disruption in Trading: Trading in the common shares of the Company may be halted or suspended or may be subject to cease trade order at any time for certain reasons, including, but not limited to, the failure by the Company to submit documents to the Regulatory Authorities within the required time periods.

- Market Price Volatility: The market price of the Company’s common shares has experienced considerable volatility and may continue to fluctuate in the future. Furthermore, there is a limited trading market for the Company’s common shares and as such, the ability of investors to sell their shares cannot be assured.

-Covid-19 Pandemic - In March 2020, the World Health Organization declared a global pandemic related to the coronavirus known as COVID-19. The expected impacts on global commerce are anticipated to be far reaching. To date there have been significant wide-spread adverse financial impact globally, and the movement of people and goods has become restricted. As the Company has no material operating income or cash flows, it is reliant on additional financing to fund ongoing operations. An extended disruption may affect the Company’s ability to obtain additional financing. As such, the Company may not be able to raise the required funds and may not be able to conduct exploration works on its mineral property interests in a timely manner. The impact on the economy and the Company is not yet determinable; however, the Company’s financial position, results of operations and cash flows in future periods may be materially affected. In particular, there may be heightened risk of asset impairment and liquidity thus creating further going concern uncertainty.

-Tax Considerations – Persons considering the purchase of the Company’s common shares should consult their tax advisors with regard to the application of Canadian, U.S. and other tax laws to their particular situation.

- Investment in Mexican Gaming Company: The Company does not expect that it will recover its investment in the Mexican gaming company.

-The Company’s investment in its mineral exploration properties: Changing conditions in the financial markets, and Canadian Income Tax legislation may have a direct adverse impact on the Company’s ability to raise funds for its interests in mineral exploration properties. A drop in the availability of equity financings will likely impede spending on mineral properties. As a result of all these significant risks, it is quite possible that the Company may lose its investments in the Company’s interest in the Extra High Property and the Acacia Property.

ITEM 4. INFORMATION ON THE COMPANY

Item4.A. History and Development of the Company

The legal and commercial name of the company is 37 CAPITAL INC. (“37 Capital”).

The Company was incorporated by memorandum under the Company Act of the Province of British Columbia, Canada on August 24, 1984 (Exhibit 3.1 – Incorporated by reference) and was registered extra-provincially in the Province of Ontario, Canada on October 19, 1984. On May 31, 1988, the Company adopted as the French form of its name "Ressources Armeno Inc.". On May 25, 1992, the name of the Company was changed to Ag Armeno Mines and Minerals Inc. in the English form, and "Les Mines et Mineraux Ag Armeno Inc." in the French form. On April 25, 2000, the name of the Company was changed from Ag Armeno Mines and Minerals Inc. in the English form, and "Les Mines et Mineraux Ag Armeno Inc.", in the French form, to Golden Nugget Exploration Inc. On May 2, 2002, the name of the Company was changed from Golden Nugget Exploration Inc. to Lucky 1 Enterprises Inc. On January 17, 2005, the name of the Company was changed from Lucky 1 Enterprises Inc. to Bronx Ventures Inc. and the Company adopted new Articles (Exhibit 3.2 - Incorporated by reference). On March 19, 2007, the Company changed its name to Zab Resources Inc. On April 16, 2009, the Company changed its name from Zab Resources Inc. to Kokomo Enterprises Inc. On August 31, 2012, the Company changed its name from Kokomo Enterprises Inc. to High 5 Ventures Inc. (Exhibit 3.5 – Incorporated by reference). On July 7, 2014, the Company changed its name to 37 Capital Inc. (see Exhibit 3.6 – Incorporated by reference).

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On April 4, 1985, the Company's common shares were listed and posted for trading on the Vancouver Stock Exchange, on the Montreal Exchange on January 15, 1988 and, on the Nasdaq SmallCap Market on May 11, 1988. On July 12, 1991, the Company voluntarily de-listed its common shares from the Montreal Exchange, and, on October 3, 1994, the Company's shares were delisted from the Nasdaq SmallCap Market. Effective October 4, 1994, the Company's shares have been listed for trading on the OTC Bulletin Board and were listed for trading on the OTCQB tier of the OTC Markets Group Inc. (“OTCQB) until June 1, 2020. Presently, the Company’s shares are listed for trading on the PINK Sheets on the OTC market. Effective November 29, 1999 the Vancouver Stock Exchange became known as the Canadian Venture Exchange (hereinafter referred to as the “CDNX”) as a result of the merger between the Vancouver Stock Exchange and the Alberta Stock Exchange. On July 5, 2001, the Company made a formal application to the CDNX requesting the voluntary delisting of the Company’s common shares from trading on the CDNX, as a result of which, the common shares of the Company were delisted from trading on the CDNX effective at the close of trading on July 31, 2001.

On July 30, 1986, the Company's share capital split on the basis of one-old-for-two-new common shares. On May 25, 1992, the Company's share capital was consolidated on the basis of ten-old-for-one-new common share. On April 25, 2000, the Company’s share capital was consolidated on the basis of fifteen-old-for-one-new common share. On May 2, 2002, the Company’s share capital was consolidated on the basis of five-old-for-one-new common share and its authorized share capital was subsequently increased to 200,000,000 common shares without par value. On January 17, 2005, the Company’s share capital was consolidated on the basis of thirty-five-old-for-one-new common share and its authorized share capital was increased to an unlimited number of common and preferred shares without par value. On March 19, 2007, the Company subdivided its capital stock on a 1 (old) share for 50 (new) shares basis. As a result, the shares of Bronx Ventures Inc. were de-listed from trading and the shares of Zab Resources Inc. (“Zab”) commenced trading on March 22, 2007 on the OTC Bulletin Board in the USA under the symbol “ZABRF”.

As of November 28, 2007, the common shares of the Company have been listed for trading on the Canadian Securities Exchange (“CSE”) (formerly known as the Canadian National Stock Exchange (CNSX)) under the trading symbol “ZABK”. On October 17, 2008, the Company’s trading symbol on the CSE was changed to “ZAB” pursuant to the CSE adopting a three character symbol format.

On April 16, 2009, the Company’s share capital was consolidated on the basis of 25 (old) shares for 1 (new) share and the Company changed its name to Kokomo Enterprises Inc. (“Kokomo”). As a result, the shares of Zab were de-listed from trading and the shares of Kokomo commenced trading in Canada on the CSE under the symbol “KKO”, and in the U.S.A. the shares of Kokomo commenced trading on the OTC Bulletin Board under the symbol “KKOEF”.

On August 31, 2012, the Company’s share capital was consolidated on the basis of 15 (old) common shares for 1 (new) common share and the Company changed its name to High 5 Ventures Inc. (“High 5”). As a result, the shares of Kokomo were de-listed from trading and the shares of High 5 commenced trading in Canada on the CSE under the symbol “HHH”, and in the U.S.A. the shares of High 5 traded on the OTCQB under the symbol “HHHEF”. The Cusip number of the Company’s common shares is 42966V105.

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On April 8, 2013, the Company entered into a purchase and sale agreement with a Mexican gaming company, whereby the Company agreed to purchase a royalty revenue stream of an amount the greater of 10% of the net profits or 5% of the gross revenues of the Mexican land-based casino for a purchase price of $800,000. As of December 31, 2013, the Company invested $800,000 and advanced $49,200 for working capital purposes. The Mexican gaming company repaid the $49,200 advanced and the Company recognized $4,157 in royalty revenue during the year ended December 31, 2014. As at December 31, 2014, the Company assessed the fair value of the investment and recorded impairment of $799,999 on the investment due to nominal royalty payments received.

On July 7, 2014, the Company’s share capital was consolidated on the basis of 6 (old) common shares for 1 (new) common share and the Company changed its name to 37 Capital Inc. (“37 Capital”). As a result, the shares of High 5 were de-listed from trading and the shares of 37 Capital commenced trading in Canada on the CSE under the symbol “JJJ”, and in the U.S.A. the shares of 37 Capital trade on the OTCQB under the symbol “HHHEF”. The Cusip number of the Company’s common shares is 88429G102.

On June 21, 2019 the CSE deemed that the Company is inactive pursuant to the policies of the CSE, as a result the CSE changed the Company’s trading symbol to “JJJ.X”. The Company's common shares traded on the OTCQB tier of the OTC markets under the trading symbol “HHHEF” until June 1, 2020. Presently, the Company’s common shares are listed for trading on the PINK Sheets on the OTC market under the same trading symbol “HHHEF”.

Since its incorporation, the Company has been engaged primarily in the identification, acquisition, exploration and, if warranted, the development of natural resource properties and, for a brief period of time from 1991 to 1994, the Company, through its formerly owned Ecuadorean subsidiary, Armenonic del Ecuador S.A. (“Armenonic”) operated the San Bartolome lead/zinc/silver mine in Ecuador.

37 Capital is a junior mineral exploration company. The Company has a 100% undivided interest in the Extra High Claims located in the Province of British Columbia, and the Company has a one-half percent (1/2%) gross receipts royalty interest in certain lithium mineral properties located in the Province of Ontario. Furthermore, the Company has entered into a Property Option Agreement in respect to the Acacia Property in British Columbia, Canada whereby the Company shall have the right and option to acquire a 60% interest in the subject property on certain terms and conditions (see Item 4.D II). The principal business of 37 Capital is in mineral exploration. The Company's ability to pursue its stated primary business and to meet its obligations as they come due is dependent upon the ability of management to obtain the necessary financings either through private placements or by means of public offerings of the Company's securities or through the exercise of incentive stock options or warrants or through debt financings or through the sale of its assets.

ArrangementAgreement

On February 26, 2015, the Company incorporated two wholly-owned subsidiaries, 27 Red Capital Inc. (“27 Red”) and 4 Touchdowns Capital Inc. (“4 Touchdowns”).

On April 30, 2015, the Company entered into an arrangement agreement (the “Arrangement Agreement”) (see Exhibit 12 – Incorporated by reference**)** with 27 Red (“Spinco1”) and 4 Touchdowns (“Spinco2”).

At the Company’s annual and special meeting which was held on June 4, 2015 (see Exhibit 12 - Incorporated by reference**)**, the Company’s shareholders passed all the resolutions presented including the re-election of the board of directors, re-appointment of the Company’s auditor, approval of the Company’s stock option plan, and the proposed Plan of Arrangement with 27 Red and 4 Touchdowns.

In respect to the plan of arrangement, the Company applied for an Interim Order which was granted on May 6, 2015 by the Supreme Court of British Columbia, and on June 12, 2015 the Company received the final court approval for the Plan of Arrangement.

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The Company completed the Plan of Arrangement with 27 Red (Spinco 1) and 4 Touchdowns (Spinco 2). The effective date of the Arrangement was on February 12, 2016 (the “Effective Date”). Shareholders of record on the Effective Date received one new common share, one Class 1 Reorganization Share and one Class 2 Reorganization Share of the Company. On the Effective Date, and pursuant to the Arrangement, all of the Class 1 Reorganization Shares were automatically transferred by Shareholders to Spinco1 in exchange for 2,067,724 common shares of Spinco1 and issued to Shareholders on a pro rata basis (resulting in one common share of Spinco1 being issued for every one Class 1 Reorganization Share). Immediately following this, the Company redeemed all of the Class 1 Reorganization Shares by the transfer to Spinco1 of $20,677 and a promissory note in the principal amount of $20,677. The promissory note was non-interest bearing, unsecured and due on demand. The redemption of shares was distributed to the shareholders’ of 27 Red as a capital distribution and recorded as a dividend.

Furthermore on the Effective Date, all of the Class 2 Reorganization Shares were automatically transferred by Shareholders to Spinco2 in exchange for 2,067,724 common shares of Spinco2 and issued to Shareholders on a pro rata basis (resulting in one common share of Spinco2 being issued for every one Class 2 Reorganization Share). Immediately following this, the Company redeemed all of the Class 2 Reorganization Shares by the transfer to Spinco2 of $20,677 and a promissory note in the principal amount of $20,677. The promissory note was non-interest bearing, unsecured and due on demand. The redemption of shares was distributed to the shareholders’ of 4 Touchdowns as a capital distribution and recorded as a dividend.

A copy of the Arrangement Agreement is available on www.SEDAR.com.

As a result of the completion of the Arrangement, 27 Red and 4 Touchdowns are independent entities and are no longer subsidiaries of the Company.

On September 12, 2017, the Company entered into a Consulting Agreement with 27 Red whereby the Company provided certain consultancy and advisory services to 27 Red for a three month period (the “Term of the Agreement”). The fee paid by 27 Red to the Company was $18,188.65 for the Term of the Agreement (see Exhibit 10.16 – Incorporated by reference).

On October 12, 2017, the Company entered into a Consulting Agreement with 4 Touchdowns whereby the Company provided certain consultancy and advisory services to 4 Touchdowns for a three month period (the “Term of the Agreement”). The fee paid by 4 Touchdowns to the Company was $18,188.65 for the Term of the Agreement (see Exhibit 10.17 – Incorporated by reference).

CompanyInformation

On August 23, 2016, Mr. Neil Spellman of Carlsbad, California, joined the Board of Directors of the Company. Mr. Spellman was appointed as the CFO of the Company effective as of April 1, 2017.

Effective as of August 15, 2017, the Company’s office is located at Suite 400, 570 Granville Street, Vancouver, British Columbia, Canada, V6C 3P1. The telephone number is (604) 681-1519 (ext. 6105) and the telefax number is (604) 681-9428. The contact person is Jake H. Kalpakian.

The Company's registered office and records office is located at Suite 3200-650 West Georgia Street

Vancouver BC V6B 4P7. The telefax number is (604) 669 9385.

The Registrar and Transfer Agent of the Company is Computershare Investor Services Inc., 510 Burrard Street, Vancouver, BC, Canada V6C 3B9. The telefax number is (604) 661-9407.

The Company’s Board of Directors decided to change the Company’s auditors. Effective as of March 28, 2017, the Company’s Auditors are Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, 1500-1140 W. Pender St., Vancouver, BC V6E 4G1. The telefax number is (604) 689-2778. The former Auditors of the Company were Smythe LLP, Chartered Professional Accountants, 475 Howe Street #1700, Vancouver, BC, V6C 2B3. The telefax number is (604) 688-4675.

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Item4.B. Business Overview

Summary

37 Capital is a junior mineral exploration company. The Company has a 100% undivided interest in the Extra High Claims located in the Province of British Columbia, and the Company is entitled to receive a one-half percent (1/2%) gross receipts royalty interest from certain lithium mineral properties located in the Province of Ontario after six months from the date of commencement of commercial production. Furthermore, the Company has entered into a Property Option Agreement in respect to the Acacia Property in British Columbia, Canada whereby the Company shall have the right and option to acquire a 60% interest in the subject property on certain terms and conditions (see Item 4.D II). The principal business of 37 Capital is in mineral exploration. However, the Company has a minority investment in a non-mining related project located in Mexico. As of the date of this Annual Report, the Company does not expect to recover its investment in the non-mining related project located in Mexico.

37 Capital is a reporting issuer in the Provinces of British Columbia, Alberta, Quebec and Ontario and files all public documents on www.Sedar.com . The Company is a foreign private issuer in the United States of America and in this respect files, on EDGAR, its Annual Report on Form 20-F and other reports on Form 6K. The following link, http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000825171&owner=exclude&count=40 will give you direct access to the Company’s filings.

Presently, 37 Capital is seeking opportunities of merit to get involved in. It should be noted that there are no assurances that 37 Capital shall be successful in its attempts of seeking opportunities of merit to get involved in.

Item4. C. Organizational Structure

ArrangementAgreement

On February 26, 2015, the Company incorporated two wholly-owned subsidiaries, 27 Red Capital Inc. (“27 Red”) and 4 Touchdowns Capital Inc. (“4 Touchdowns”).

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A copy of the Arrangement Agreement is available on www.SEDAR.com.

As a result of the completion of the Arrangement, 27 Red and 4 Touchdowns are independent entities and are no longer subsidiaries of the Company.

Item4.D. Property, Plants and Equipment

I.Extra High Claims, Kamloops Mining Division, British Columbia, Canada

On March 26, 2004, the Company entered into an Option Agreement (Exhibit 10.5 – Incorporated by reference) with an arm’s length party (the “Arm’s Length Party”) in respect to certain mineral claims, which are situated in the Kamloops Mining Division in British Columbia (the “Extra High Claims”). Pursuant to the terms of the Option Agreement as amended on March 8, 2005, the Company obtained the right to acquire a 100% undivided interest in the Extra High Claims, subject to a 1.5% net smelter returns royalty (the “Arm’s Length Royalty”), by making staged cash payments totalling $150,000 and incurring exploration expenditures on the Extra High Claims totalling $500,000 over a period of three years. Upon the Company earning a 100% undivided interest in the Extra High Claims, the Company obtained the right to purchase at any time 50% of the Arm’s Length Royalty by paying to the Arm’s Length Party the sum of $500,000 leaving the Arm’s Length Party with a 0.75% NSR royalty.

In the spring of 2004, the Company commissioned an independent review of the Extra High Mineral Property by Erik Ostensoe, P. Geo., who prepared a report, dated the 22^nd^ day of April, 2004 titled “National Policy 43-101 Report, Extra High Mineral Property, Kamloops Mining Division, British Columbia”. The report recommended exploration work programs be carried out on the Extra High Mineral Property in order to evaluate the mineral potential of the Extra High Mineral Property. This report has been filed on www.Sedar.com by the Company.

From May, 2005 up to December, 2005, the Company conducted its exploration program on the Extra High Claims. The exploration program consisted of soil sampling, geological mapping, trenching and diamond drilling. A total of 1,874.3 metres of NQ diamond drilling and 455 lineal metres of trenching were completed while 194 soil samples were collected over 4 areas on the Extra High Mineral Property. The exploration work program was conducted by, and was under the direct supervision of, J.W. Murton, P. Eng, a qualified person as defined by National Instrument 43-101. At the time, Mr. J.W. Murton was a director of the Company. Mr. J. W. Murton has recommended a two phase exploration program on the Extra High Mineral Property due to the positive results obtained from the 2005 exploration program. Mr. J. W. Murton has prepared for the Company a Technical Report (NI 43-101) on the Extra High Claims (2005 Exploration Program) dated February 28, 2006 which has been filed by the Company on www.Sedar.com, and on the Company’s corporate website, www.37capitalinc.com. For further particulars about the Extra High Mineral Property and the 2005 Exploration Program, please visit either www.sedar.com or www.37capitalinc.com. Mr. J.W. Murton is no longer a director of the Company.

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On September 8, 2006, the Company entered into an Option Agreement (Exhibit 10.11 – Incorporated by reference) with Colt Resources Inc. (“Colt”), a company formerly related by certain directors and officers, whereby Colt obtained the right to acquire a 50% undivided interest, subject to the Arm’s Length Royalty, in the Extra High Claims by incurring exploration expenditures of $240,000 on the Extra High Claims by no later than February 28, 2007 and by making cash payments to the Company totalling $133,770 by no later than March 26, 2007.

On September 12, 2006, the Company and the Arm’s Length Party amended the Option Agreement (Exhibit 10.5.1 – Incorporated by reference) by entering into an Amending Agreement whereby the Company was granted an extension period until June 26, 2007 to make the balance of cash payments to the Arm’s Length Party and incur the remaining exploration expenditures on the Extra High Claims.

On October 31, 2006, the Company and Colt entered into an Amending Agreement (Exhibit 10.11.2 – Incorporated by reference) whereby Colt was granted an extension period until June 26, 2007 to incur exploration expenditures on the Extra High Claims and to make the cash payments to the Company.

On April 16, 2007, the Company and the Arm’s Length Party amended the Option Agreement (Exhibit 10.5.2 – Incorporated by reference) by entering into an Amending Agreement whereby the Company was released of the requirement to incur the remaining exploration expenditures but instead was required to make a cash payment of $60,000 (paid) to the Arm’s Length Party.

On June 26, 2007, the Company made its final payment to the Arm’s Length Party thereby earning a 100% undivided interest in the Extra High Claims subject only to the Arm’s Length Royalty. Colt made its final payment to the Company and earned its 34% interest in the Extra High Claims, thus reducing the Company’s interest to 66%.

During 2007, the Company and its joint venture partner Colt conducted a diamond drilling program on the Extra High Claims. A total of 1,293.59 metres were drilled in 8 NQ diamond drill holes. The diamond drilling program was targeted at expanding the previously indicated mineralization in the K7 lens and was successful in revealing the potential for larger zones of lower grade mineralization lying adjacent to the massive sulphide mineralization indicated in earlier work. The diamond drilling program was conducted by and was under the direct supervision of J. W. Murton, P. Eng., a qualified person as defined by National Instrument 43-101. At the time, Mr. J. W. Murton was a director of the Company. For further particulars about the diamond drilling program please see the report on the 2007 Diamond Drilling Program dated February 28, 2008 that was prepared for the Company and Colt by J. W. Murton, P. Eng. which has been filed by the Company on its corporate website www.37capitalinc.com. As of December 10, 2009, J.W. Murton resigned as a director of the Company.

At December 31, 2007, the Company held a 66% interest in the Extra High Claims. ****

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On January 21, 2008, the Company entered into an Option Agreement (the “2008 Option Agreement”) **(**Exhibit 10.11.3

Incorporated by reference) with Colt whereby Colt was granted the right and option to acquire, in two separate equal tranches, the Company’s 66% undivided interest in the Extra High Claims. Pursuant to the 2008 Option Agreement, Colt exercised the first tranche of the option by making a cash payment of $250,000 to the Company thus acquiring from the Company a 33% undivided interest in the Extra High Claims. As a result of Colt exercising the first tranche of the option, Colt increased its undivided interest in the Extra High Claims to 67% and Colt became the operator of the Extra High Claims.

In order to exercise the second tranche of the option, Colt was required to make a cash payment of $250,000 to the Company on or before December 31, 2008. Colt did not exercise the second tranche of the option. Consequently, Colt held a 67% undivided interest in the Extra High Claims and the Company held a 33% undivided interest in the Extra High Claims. Pursuant to the Joint Venture which the Company and Colt had formed, each party were required to contribute its proportionate share of property related expenditures. If any party fails to contribute its share of future property related expenditures, then its interest will be diluted on a straight-line basis. If any party’s interest is diluted to less than 10%, then that party’s interest in the Extra High Claims will be converted into a 0.5% net smelter returns royalty.

Neither the Company nor the operator of the Extra High Claims had incurred any meaningful exploration or evaluation expenditures in recent years with respect to the Extra High Claims. Accordingly, during the fiscal year-ended 2011 the Company recognized an impairment provision of $151,339 to reduce the carrying amount to $1. If there is an indication in the future that the impairment loss recognized no longer exists or has decreased, the recoverable amount will be estimated and the carrying value of the property will be increased to its recoverable amount. The Company did not incur any expenditures on the Extra High Claims during the years 2017, 2018, 2019 and 2020, however during 2016 the Company transferred from its PAC account with the Mineral Titles Office of the Province of British Columbia credits totalling $4,096 to Colt’s PAC account to enable Colt to use the credits towards assessment filing on the Extra High Claims.

Pursuant to the March 30, 2016 Amending Agreement (Exhibit 10.11.4 – Incorporated by reference**)**, Colt and the Company agreed to reduce the size of the Extra High Claims from 1,077 hectares to 650 hectares by abandoning certain claims.

On March 31, 2016, the Company together with Colt have extended to December 25, 2019 the expiry date of certain mineral claims totalling 650 hectares which comprise the Extra High Claims. During 2016, the Company together with Colt have abandoned a total of 427 hectares of mineral claims which were previously part of the Extra High Claims. A 2016 Assessment Report on Preliminary Metallurgical Testing on the Extra High Claims was prepared by J.W. Murton on May 20, 2016 on behalf of Colt.

As at December 31, 2018, the Company held a 33% undivided interest in the Extra High Claims.

On October 31, 2019, as amended on November 4, 2019, the Company entered into a Property Purchase Agreement with Colt whereby the Company has purchased Colt’s 67% right, interest and title in and to the Extra High Property for a cash consideration of $100,000 of which $25,000 was paid on the closing date of the Property Purchase Agreement and the balance i.e. $75,000 is payable after eighteen months from the closing date. Additionally, the Company is obligated to pay Colt a 0.5% NSR from commercial production which may be purchased by the Company at any time by making a payment of $500,000 (see Exhibit 10.11.5 – Incorporated by reference). As at December 31, 2019, the Company owns a 100% undivided right, interest and title in and to the Extra High Property which covers an area of 650 hectares.

The Company withdrew from its PAC account with the Mineral Titles Office of the Province of British Columbia credits totalling $ 51,920.64 to extend the expiry date of the Extra High Property until December 25, 2021.

In addition to the 0.5% NSR Royalty payable to Colt, the Extra High Property is subject to a 1.5% Net Smelter Returns Royalty (“NSR”) payable to a third party, 50% of which, or 0.75%, can be purchased by the Company at any time by paying $500,000.

As of the date of this Annual Report, the Company holds a 100% undivided interest in the Extra High Claims.

The Extra High Claims are located on Samatosum Mountain, immediately south of the formerly producing Samatosum Mine, 60 km northeast of Kamloops, British Columbia.

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LegalDescription

The Extra High Mineral Claims tenures are as follows:

	NAME OF CLAIM
509949	Extra High	60.829	2005/MAR/31	082M	2021/DEC/25
509961	Extra High	121.664	2005/MAR/31	082M	2021/DEC/25
509969	Extra High	344.834	2005/MAR/31	082M	2021/DEC/25
510214	Extra High	40.557	2005/APR/05	082M	2021/DEC/25
510215	Extra High	81.124	2005/APR/05	082M	2021/DEC/25
Total:		650

During 2016, the Company together with Colt abandoned the following mineral claims totaling 427 hectares which were previously part of the Extra High Claims:

TENURE NUMBER		NAME OF <br>CLAIM
	509956	Extra High	182.52	2005/MAR/31	082M	2016/APR/02
	509963	Extra High	40.569	2005/MAR/31	082M	2016/APR/02
	510213	Extra High	20.289	2005/APR/05	082M	2016/APR/02
	510306	Extra High	60.857	2005/APR/05	082M	2016/APR/02
	509952	Super High#1	60.824	2005/MAR/31	082M	2016/MAR/31
	520184	Super High#2	20.275	2005/SEP/20	082M	2016/SEP/20
	520186	Super High#3	40.544	2005/SEP/20	082M	2016/SEP/20
II.	Acacia Property, Adams Plateau, British Columbia
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On September 30, 2019, the Company entered into and executed a Property Option Agreement with Eagle Plains Resources Inc. of Cranbrook, BC (“Eagle Plains”) in respect to the Acacia Property whereby the Company has the right and option to acquire a 60% interest in the Acacia Property by issuing to Eagle Plains in stages a total of 300,000 common shares in the capital of the Company and by incurring a total amount of $2,500,000 in property related expenditures over a period of five years (see Exhibit 10.19

Incorporated by reference**).**

During November 2019, the Company issued 100,000 common shares in the capital of the Company to Eagle Plains at the deemed price of $0.075 per share.

On October 15, 2020 the Company entered into an Amendment Agreement to the Acacia Property Option Agreement with Eagle Plains whereby the Company a) shall issue to Eagle Plains 50,000 common shares in lieu of not having incurred the required $100,000 in property related expenditures during the 1st Anniversary of the Acacia Property Option Agreement, b) shall issue to Eagle Plains an additional 50,000 common shares in order to continue with the 2^nd^ Period of the Acacia Property Option Agreement and c) has made a firm commitment to incur a total amount of $200,000 in property related expenditures during the 2nd Period of the Acacia Property Option Agreement (see Exhibit 10.19.1* Attached). All the other terms and conditions of the Acacia Property Option Agreement shall remain unchanged and shall be in full force and effect. Consequently, on October 16, 2020, the Company issued the 100,000 common shares to Eagle Plains. As of the date of this Annual Report, the Company has not incurred the required property related expenditures.

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The Acacia Property covers an area of approximately 4,715 hectares and is located in the Adams Plateau area of British Columbia, about 60 kms northeast of Kamloops and 22 kms east of the town of Barriere.

III.	Ontario, Canada Lithium Properties (Mineral Leases)

These Mineral Leases were previously written off at the end of fiscal 2000. During the year ended December 31, 2008, the Company sold all of its Mineral Leases for gross proceeds of $54,500. However, in the event that at a future date the Mineral Leases are placed into commercial production, then the Company is entitled to receive a 0.50% gross receipts royalty after six months from the date of commencement of commercial production.

IV.	Investment in Mexican Gaming Company

In April 2013, the Company entered into a purchase and sale agreement with a Mexican gaming company, whereby the Company agreed to purchase a royalty revenue stream of an amount the greater of 10% of the net profits or 5% of the gross revenues of the Mexican land-based casino for a purchase price of $800,000. As of December 31, 2013, the Company invested $800,000 and advanced $49,200 for working capital purposes. The Mexican gaming company repaid the $49,200 advanced and the Company recognized $4,157 in royalty revenue during the year ended December 31, 2014. As at December 31, 2014, the Company assessed the fair value of its investment in Mexico and recorded impairment of $799,999 on the investment due to nominal royalty payments received (see Exhibit 10.13 – Incorporated by reference**)**. As of the date of this Annual Report, the Company does not expect to recover its investment in the Mexican gaming company.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Item.5.A. Results of Operations

The following table contains selected annual information for the three years ended December 31, 2020, 2019 and 2018 which are in accordance with IFRS:

	Year Ended December 31, 2020
Revenue	$	0		0		0
Interest income		0		0		0
Expenses		(133,379	)	(147,137	)	(160,856	)
Basic and diluted loss per common share before other items		(0.02	)	(0.02	)	(0.02	)
Comprehensive loss		(133,379	)	(147,137	)	(160,856	)
Total assets		40,573		33,180		2,960
Long-term financial obligations		0		0		0
Cash dividends		0		0		0

All financial figures presented herein are expressed in Canadian Dollars (CDN$) unless otherwise specified.

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In Canada, the common shares of the Company trade on the Canadian Securities Exchange (CSE) under the symbol “JJJ.X”, and in the USA, the Company's common shares traded on the OTCQB tier of the OTC markets under the trading symbol “HHHEF” until June 1, 2020. Presently, the Company’s common shares are listed for trading on the PINK Sheets on the OTC market. The Cusip number of the Company’s common shares is 88429G102. The Company’s office is located at 400 – 570 Granville Street, Vancouver, British Columbia, Canada, V6C 3P1 and its registered office is located at Suite 3200-650 West Georgia Street, Vancouver BC V6B 4P7. The Company’s registrar and transfer agent is Computershare Investor Services Inc. located at 510 Burrard Street, Vancouver, British Columbia, Canada, V6C 3B9.

For the year ended December 31, 2020:

•	The<br> Company’s operating expenses were $133,379 as compared to $147,137 for the corresponding period in 2019 and as compared<br> to $160,856 for the corresponding period in 2018.
~~•~~	The<br> Company recorded a comprehensive loss of $133,379 as compared to a comprehensive loss of $147,137 during the corresponding<br> period in 2019 and as compared to a comprehensive loss of $160,856 during the corresponding period in 2018.
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•	The<br> Company’s basic and diluted loss per common share was $0.02 as compared to a basic and diluted loss of $0.02 during<br> the corresponding period of 2019 and as compared to a basic and diluted loss of $0.02 during the corresponding period in 2018.
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•	The<br> Company’s total assets were $40,573 as compared to $33,180 during the corresponding period in 2019 and as compared to<br> $2,960 during the corresponding period in 2018.
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•	The<br> Company’s total liabilities were $1,337,235 as compared $1,203,963 during the corresponding period in 2019 and as compared<br> to $1,034,106 during the corresponding period in 2018.
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•	The<br> Company had a working capital deficiency of $1,336,664 as compared to a working capital deficiency of $1,203,285 during the<br> corresponding period in 2019 and as compared to a working capital deficiency of $1,031,148 during the corresponding period<br> in 2018.
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The Company is presently not a party to any legal proceedings whatsoever.

Plan of Arrangement

On February 26, 2015, the Company incorporated two wholly-owned private British Columbia subsidiaries, 27 Red Capital Inc. (“27 Red”) and 4 Touchdowns Capital Inc. (“4 Touchdowns”). On April 30, 2015, the Company entered into an arrangement agreement (the “Arrangement Agreement”) with 27 Red and 4 Touchdowns. A copy of the Arrangement Agreement is available on SEDAR.

In respect to the Plan of Arrangement, the Company applied for an Interim Order which was granted on May 6, 2015 by the Supreme Court of British Columbia, and on June 12, 2015 the Company received the final court approval for the Plan of Arrangement.

At the Company’s annual and special meeting which was held on June 4, 2015, the Company’s shareholders passed all the resolutions presented including the re-election of the board of directors, re-appointment of the Company’s auditor, approval of the Company’s stock option plan, and the proposed Plan of Arrangement with 27 Red and 4 Touchdowns.

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As a result of the completion of the Arrangement, 27 Red and 4 Touchdowns are independent entities and are no longer subsidiaries of the Company.

On January 13, 2017, a Notice of Civil Claim was filed in the Supreme Court of British Columbia by 310047 B.C. Ltd. against the Company for the sum of $53,024.40 being monies due by the Company to 310047 B.C. Ltd. pursuant to an assignment by the Company’s solicitor Clark Wilson LLP. On February 21, 2017, an Assignment of Debt Agreement was entered into between Clark Wilson LLP, and 310047 B.C. Ltd., and JAMCO Capital Partners Inc. (“JAMCO”) whereby the outstanding debt in the amount of $53,024.40 was assigned to JAMCO. The Company has acknowledged this assignment to JAMCO and has agreed to adjust the Company’s financial accounts and records to reflect this assignment. JAMCO is an arm’s length party to the Company. As a result of this Assignment of Debt Agreement, a Notice of Discontinuance was filed in the Supreme Court of British Columbia on March 21, 2017 by 310047 B.C. Ltd. and Clark Wilson LLP whereby the Civil Claim that was filed by 310047 B.C. Ltd. against the Company has been discontinued.

Effective as of April 1, 2017, Mr. Bedo H. Kalpakian has stepped down as the Company’s President, CEO & CFO. In replacement to Mr. Bedo H. Kalpakian, effective as of April 1, 2017 Mr. Jacob H. Kalpakian has become the President & CEO of the Company, and Mr. Neil Spellman has become the CFO of the Company.

The Company’s Board of Directors decided to change the Company’s auditors. Effective as of March 28, 2017, the Company’s Auditors are Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, 1500-1140 W. Pender St., Vancouver, BC V6E 4G1. The telefax number is (604) 689-2778. The former Auditors of the Company were Smythe LLP, Chartered Professional Accountants, 1700-475 Howe Street, Vancouver, British Columbia, Canada V6C 2B3. The telefax number is (604) 688-4675.

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During the year ended December 31, 2017, the Company has entered into debt settlement agreements with Jackpot Digital Inc. (“Jackpot”), and with Kalpakian Bros. of B.C. Ltd. (“Kalpakian Bros.”), companies related to 37 Capital by certain common directors. The Company has issued 4,249,985 units of the Company to Jackpot at the price of $0.09 per unit in settlement of the Company’s outstanding debt for the total amount of $382,498.65 for shared office rent, office support services and miscellaneous office expenses provided by Jackpot to the Company from August 1, 2014 up to September 30, 2017. In respect to the Company’s outstanding debt to Kalpakian Bros. for the total amount of $15,750, the Company has issued 175,000 units of the Company at the price of $0.09 per unit in settlement of the Company’s outstanding debt owed to Kalpakian Bros. for unpaid management fees from May 1, 2016 up to July 30, 2016. Each unit consists of one common share and one share purchase warrant. Each warrant is exercisable at a price of $0.12 per share for a period of five years. The securities were subject to a hold period which expired on March 3, 2018 (see Exhibit 10.18- Incorporated by reference). During September 2018, Jackpot sold 800,000 units of 37 Capital to JAMCO, an arm’s length party. As at December 31, 2018 Jackpot owned 3,449,985 common shares in the capital of the Company representing approximately 48.64% of the Company’s issued and outstanding common shares. During the nine months ended September 30, 2019 Jackpot sold 3,400,000 common shares of 37 Capital through the facilities of the Canadian Securities Exchange (CSE). As at December 31, 2019 Jackpot owned 49,985 common shares in the capital of the Company representing approximately 0.69% of the Company’s issued and outstanding common shares. In addition, Jackpot owns 3,449,985 share purchase warrants of the Company exercisable at $0.12 per share until November 2, 2022.

At the Company’s Annual General Meeting which was held on November 15, 2017 Mr. Bedo Kalpakian did not stand for re-election. At the Company’s Annual General Meetings which were held on November 16, 2018, November 18, 2019 and November 20, 2020, the Company’s shareholders passed all the resolutions presented including the re-election of Jacob H. Kalpakian, Gregory T. McFarlane, Fred A.C. Tejada and Neil Spellman as Directors of the Company; re-appointed the Company’s Auditor, Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants for the ensuing year and authorized the Directors to fix the remuneration to be paid to the Auditor; and re-approved the Company’s Stock Option Plan.

Effective as of May 1, 2021, Fred A.C. Tejada resigned as a director of the Company.

During December 2019, the Company had intended to issue up to 4,000,000 flow-through units of the Company at a price of $0.05 per unit for gross proceeds to the Company of $200,000 in order to use the proceeds of this financing towards mineral exploration work expenditures located in the Province of British Columbia. However, due to the Covid-19 pandemic the Company has only been able to raise the amount of $20,000 which the Company intends to incur towards mineral exploration work expenditures during the Company’s 2021 fiscal year. As such, the Company has issued 400,000 flow-through units. Each flow-through unit consists of one flow-through common share of the Company and one non-flow-through share purchase warrant to acquire one non-flow-through common share of the Company at a price of $0.10 for a period of two years. All securities issued in connection with this financing are subject to a hold period expiring on May 16, 2021.

The Company is presently not a party to any legal proceedings whatsoever.

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Summaryof Quarterly Results

For<br> the Quarterly Periods ended:	December<br> 31, 2020			September<br> 30, 2020			June<br> 30, 2020			March<br> 31, 2020
Total<br> Revenues		0			0			0			0
Net<br> loss and comprehensive loss		(45,030	)		(26,138	)		(40,326	)		(21,885	)
Loss<br> per common share		(0.01	)		(0.00	)		(0.01	)		(0.00	)
For<br> the Quarterly Periods ended:	December<br> 31, 2019			September<br> 30, 2019			June<br> 30, 2019			March<br> 31, 2019
---	---	---	---	---	---	---	---	---	---	---	---	---
Total<br> Revenues		0			0			0			0
Net<br> loss and comprehensive loss		(46,782	)		(32,518	)		(30,513	)		(37,324	)
Loss<br> per common share		(0.01	)		(0.00	)		(0.00	)		(0.01	)

The Company’s business is not of a seasonal nature.

Item5.B. Liquidity and Capital Resources

Liquidityand Capital Resources

The Company has incurred significant operating losses over the past three fiscal years, has limited resources, and no sources of operating cash flow.

During 2021, the Company shall require at least $400,000 so as to conduct its operations uninterruptedly. In order to meet this requirement, the Company intends to seek equity and/or debt financings through private placements and/or public offerings and/or loans. In the past, the Company has been successful in securing equity and debt financings in order to conduct its operations uninterruptedly. While the Company does not give any assurances whatsoever that in the future it will continue being successful in securing equity and/or debt financings in order to conduct its operations uninterruptedly, it is the Company’s intention to pursue these methods for future funding of the Company.

As of December 31, 2020:

•	the<br> Company’s total assets were $40,573 as compared to $33,180 for the year ended December 31, 2019 and as compared to $2,960<br> for the year ended December 31, 2018.
•	the<br> Company’s total liabilities were $1,337,235 as compared to $1,203,963 for the period ended December 31, 2019 and as<br> compared to $1,034,106 for the year ended December 31, 2018.
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•	the<br> Company had $9 in cash as compared to $38 in cash for the year ended December 31, 2019 and as compared to $2,045 in cash for<br> the year ended December 31, 2018.
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•	the<br> Company had GST receivable in the amount of $562 as compared to $640 for the year ended December 31, 2019 and as compared<br> to $913 for the year ended December 31, 2018.
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Sharesfor Debt Financing

Pursuant to debt settlement agreements dated December 11, 2020 totaling the amount of $739,351.50 between the Company and certain creditors, on January 25, 2021 (see Exhibit 10.20*-Attached), the Company issued 14,787,030 common shares of the Company (the “Debt Settlement Shares of the Company”) at a deemed price of $0.05 per common share in settlement of debts totaling the amount of $739,351.50 to certain creditors, including to a related party and a director and officer of the Company. The Debt Settlement Shares of the Company are subject to a hold period which expires on May 26, 2021.

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PrivatePlacement Financing

There were no private placement financings during the year ended December 31, 2020, 2019 and 2018.

Subsequent to the year-ended December 31, 2020, the Company issued 400,000 flow-through units of the Company. Each flow-through unit consists of one flow-through common share of the Company and one non-flow-through share purchase warrant to acquire one non-flow-through common share of the Company at a price of $0.10 for a period of two years. All securities issued in connection with this financing are subject to a hold period expiring on May 16, 2021.

Warrants

As at December 31, 2020, a total of 4,324,985 warrants with exercise price of $0.12 per warrant share and 500,000 warrants with exercise price of $0.135 per warrant share were outstanding. Subsequent to the year-ended December 31, 2020, a total of 500,000 warrants exercisable at the price of $0.135 per warrant share expired unexercised, and a total of 400,000 warrants exercisable for a period of two years at the price of $0.10 per warrant were issued.

While there are no assurances whatsoever that warrants may be exercised, however if any warrants are exercised in the future, then any funds received by the Company from the exercising of warrants shall be used for general working capital purposes.

Loan2016

The Company had borrowed the sum of $103,924 from an arm’s length party to pay certain amounts that were owed by the Company to some of its creditors. The borrowed amount of $103,924 was non-interest bearing, unsecured and was payable on demand. Pursuant to a debt settlement agreement dated December 11, 2020 with the Company and the arm’s length party, on January 25, 2021 the Company issued a total of 2,078,484 common shares of the Company at a deemed price of $0.05 per share in full settlement of the debt (the “Debt Settlement Shares of the Company”). The Debt Settlement Shares of the Company are subject to a hold period expiring on May 26, 2021.

RefundableSubscription

During the twelve months ended December 31, 2016, the Company cancelled subscription agreements of a non-brokered private placement financing totalling $45,000. The Company had refunded $35,000. As of December 31, 2020, the remaining $10,000 (2019 - $10,000) was still owing and was due on demand. Pursuant to a debt settlement agreement dated December 11, 2020 with the Company and the arm’s length party, on January 25, 2021 the Company issued a total of 200,000 common shares of the Company at a deemed price of $0.05 per share in full settlement of the $10,000 refundable subscription (the “Debt Settlement Shares of the Company”). The Debt Settlement Shares of the Company are subject to a hold period expiring on May 26, 2021.

During the year ended December 31, 2020, the Company received $20,000 of subscription funds for 400,000 flow-through units of the Company at $0.05 per unit in respect to the Company’s announced financing. Subsequent to the year ended December 31, 2020, the Company issued 400,000 flow-through units. Each flow-through unit consists of one flow-through common share of the Company and one non-flow-through share purchase warrant to acquire one non-flow-through common share of the Company at a price of $0.10 for a period of two years. The securities issued are subject to a hold period expiring on May 16, 2021.

Convertible Debentures Financing 2015

On January 6, 2015, the Company closed a convertible debenture financing with two directors of the Company for the amount of $250,000. The convertible debentures matured on January 6, 2016, and bear interest at the rate of 12% per annum payable on a quarterly basis. The convertible debentures are convertible into common shares of the Company at a conversion price of $0.30 per share. The liability component of the convertible debentures was recognized initially at the fair value of a similar liability with no equity conversion option, which was calculated based on the application of a market interest rate of 20%. On the initial recognition of the convertible debentures, the amount of $222,006 was recorded under convertible debentures and the amount of $27,994 has been recorded under the equity portion of convertible debenture reserve.

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During the year ended December 31, 2020, the Company recorded interest expense of $30,000 (2019 - $30,000) (2018-$30,000). As of December 31, 2020, $250,000 of the convertible debentures are outstanding and are past due plus accrued interest of $179,589 (2019 - $149,589) (2018-$119,589). As of December 31, 2020, the two convertible debentures are in default.

Convertible Debentures Financing 2013

During the year ended December 31, 2013, the Company issued several convertible debentures for a total amount of $975,000 to several arm’s length parties. The convertible debentures have a maturity date of 18 months from the date of closing, and bear interest at the rate of 15% per annum payable on a quarterly basis. The convertible debentures are convertible into common shares of the Company at a conversion price of $1.50 per share. The liability component of the convertible debenture was recognized initially at the fair value of a similar liability with no equity conversion option, which was calculated based on the application of a market interest rate of 20%. The difference between the $975,000 face value of the debentures and the fair value of the liability component was recognized in equity. On the initial recognition of the convertible debentures, the amount of $913,072 has been recorded under convertible debentures and the amount of $61,928 has been recorded under the equity portion of convertible debentures.

Pursuant to the financing, the Company made cash payments of $48,000 and issued 2,000 common shares of the Company and 3,333 agent warrants of the Company with fair value of $8,115 as finders’ fees. Each warrant entitled the holder to purchase one additional common share of the Company at a price of $1.50 per share until July 23, 2018 (expired). The amount of transaction costs directly attributable to the financing of $56,115 were allocated to the liability and equity components of the debenture proportionately at $52,551 and $3,564, respectively. The discount on the debentures is being accreted such that the liability component will equal the face value of the debentures at maturity plus accrued interest.

On September 4, 2013, the amount of $858,118 which comprised of certain convertible debentures and their corresponding accrued interest was converted into 610,724 common shares of the Company. The equity portion of the convertible debentures was reduced in the amount of $52,562.

During the year ended December 31, 2020, the Company recorded interest expense of $15,000 (2019 - $15,000) (2018 - $15,00). As of December 31, 2020, $100,000 of the convertible debentures are outstanding and are past due plus accrued interest of $109,602 (2019 - $94,602) (2018 - $79,602). One convertible debenture in the amount of $100,000 was in default and another convertible debenture was extended indefinitely. Pursuant to debt settlement agreements dated December 11, 2020 with the Company and the two debenture holders, on January 25, 2021, the Company issued a total of 4,167,044 common shares of the Company to the two debenture holders in full settlement of debts totalling the amount of $208,352.20 (the “Debt Settlement Shares of the Company”). The Debt Settlement Shares of the Company are subject to a hold period expiring on May 26, 2021.

StockOptions

As at December 31, 2020, there were no outstanding stock options (December 31, 2019 - Nil) (December 31, 2018 – Nil). As of the date of this Annual Report, there are no outstanding stock options.

Item5.C. Research and development, patents and licences

The Company does not have a research and development department nor does it have any patents or licenses.

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Item5.D. Trend Information

During the last several years commodity prices have fluctuated significantly, and should this trend continue or should commodity prices remain at current levels, then companies such as 37 Capital will have difficulty in raising funds and/or acquiring mineral properties of merit at reasonable prices.

Item5.E. Off balance sheets arrangements.

The Company has no off balance sheets arrangements and the Company’s financial information including its balance sheets and statements of comprehensive loss have been fairly represented in accordance with IFRS.

Item5.F. Tabular disclosure of contractual obligations

The Company has four convertible debentures totalling $350,000 plus accrued interest, three of the convertible debentures have matured and are payable on demand and one convertible debenture has been extended indefinitely (see Exhibits 10.14 & 10.15– Incorporated by reference). The Company has no Capital Lease Obligations or Purchase Lease Obligations reflected on the Company’s Balance Sheets, however the Company has Obligations pursuant to the 2015 and 2013 Convertible Debentures Financing (see Exhibit 10.15 – Incorporated by reference). Subsequent to the year ended December 31, 2020, the Company entered into Debt Settlements Agreements to settle certain outstanding debts and loans (see Exhibit 10.20*-Attached).

Furthermore, pursuant to the Property Purchase Agreement with Colt, the Company is obligated to pay $75,000 to Colt within eighteen months from the closing date of the Property Option Agreement (see Exhibit 10.11.5 – Incorporated by reference**)**.

In addition, pursuant to the Option Agreement with Eagle Plains, the Company is required to incur a total of $200,000 in property related expenditures on or before the second anniversary of the Option Agreement.

In respect to information covered by Items 5.E. and 5.F., all financial information and statements have been fairly represented in accordance with IFRS.

Item5.G. Safe Harbour

Special Note regarding Forward-Looking Statements

We make certain forward looking-statements in this Form 20-F within the meaning of Section 27A of the Securities Act 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, relating to our financial condition, profitability, liquidity, resources, business outlook, proposed acquisitions, market forces, corporate strategies, contractual commitments, capital requirements and other matters. The Private Securities Litigation Reform Act of 1995 provides a safe harbour for forward-looking statements. To comply with the terms of the safe harbour, we note that a variety of factors could cause our actual results and experience to differ substantially from the anticipated results or other expectations expressed in our forward-looking statements. When words and expressions such as: “believes,” “expects,” “anticipates,” “estimates,” “plans,” “intends,” “objectives,” “goals,” “aims,” “projects,” “forecasts,” “possible,” “seeks,” “may,” “could,” “should,” “might,” “likely,” “enable” or similar words or expressions are used in this Form 20-F, as well as statements containing phrases such as “in our view,” “there can be no assurances,” “although no assurances can be given,” or “there is no way to anticipate with certainty,” forward-looking statements are being made. These forward-looking statements speak as of the date of this Form 20-F.

The forward-looking statements are not guarantees of future performance and involve risk and uncertainties. These risks and uncertainties may affect the operation, performance, development and results of our business and could cause future outcomes to differ materially from those set forth in our forward-looking statements. These statements are based on our current beliefs as to the outcome projected or implied in the forward-looking statements. Furthermore, some forward-looking statements are based upon assumptions of future events which may not prove to be accurate. The forward-looking statements involve risks and uncertainties including, but not limited to, the risks and uncertainties referred to in “Item 3.D. RISK FACTORS,” and elsewhere within the document and in other of our filings with the Securities and Exchange Commission.

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New risk factors emerge from time to time and it is not possible for us to predict all such risk factors which can cause actual results to differ significantly from those forecast in any forward-looking statements. Given these risks and uncertainties, investors should not overly rely or attach undue weight to forward-looking statements as an indication of our actual future results.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

As of December 31, 2020, the name, municipality of residence and the principal occupation of the directors and officers of the Company are the following:

Name<br> and municipality of residence	Position<br> with the Registrant	Date of Birth	Principal<br> occupation	Term<br> of Office with the Registrant
Jacob H. Kalpakian^(1)^<br><br> <br>Vancouver, B.C. Canada	President, CEO and Director	October 18, 1968	President & CEO Vice President of Registrant;<br><br> <br><br><br> <br>President of Jackpot Digital Inc. (“Jackpot”)<br><br> <br>CEO of Jackpot	April 2017 to Present 1991 to April 2017<br><br> <br><br><br> <br><br><br> <br>1991 to Present<br><br> <br><br><br> <br>2004 to Present
Neil Spellman*^(2)^<br><br> <br>Carlsbad, CA, USA	CFO & Director	January 24, 1953	Director of the Registrant CFO of the Registrant<br><br> <br><br><br> <br>Director of Jackpot<br><br> <br><br><br> <br>Senior Vice President of DB Financial	Aug 2016 to Present<br><br> <br>April 2017 to Present<br><br> <br><br><br> <br><br><br> <br>2002 to Present<br><br> <br><br><br> <br>2001 to Present
Gregory T. McFarlane*<br><br> <br>Las Vegas, NV, USA	Director	November 13, 1968	Director of the Registrant Director of Jackpot Principal of McFarlane Media, LLC (2005)	1992 to Present 1992 to Present 2005 to Present
Fred A.C. Tejada* ^(3)^<br><br> <br>Surrey, B.C. Canada	Director	August 1, 1958	Director of the Registrant<br><br> <br><br><br> <br>CEO of European Electric Metals Inc.<br><br> <br><br><br> <br>President of European Electric Metals Inc.<br><br> <br><br><br> <br>Vice President Operations and Exploration of European Electric Metals Inc.	December 2009 to Present<br><br> <br><br><br> <br>July 2017 to Present<br><br> <br><br><br> <br><br><br> <br>October 2011 to July 2017<br><br> <br><br><br> <br><br><br> <br>June 2011 to October 2011
Maria P. Arenas<br><br> <br>Surrey, B.C. Canada	Corporate Secretary	September 29, 1969	Corporate Secretary of the Registrant<br><br> <br><br><br> <br>Corporate Secretary of Jackpot	2008 to Present<br><br> <br><br><br> <br><br><br> <br>2008 to Present

*Members of the Company’s audit committee.

(1) Upon Bedo Kalpakian stepping down as President & CEO, as of April 1, 2017, Mr. Jacob H. Kalpakian has been appointed as

President & CEO.

(2) Upon Bedo Kalpakian stepping down as CFO, as of April 1, 2017, Mr. Neil Spellman has been appointed as CFO.

(3) Effective May 1, 2021, Fred Tejada tendered his resignation from the Board of Directors.

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All directors serve for a term of one year until the next annual general meeting or until the date of their resignation, whichever occurs first.

There are no arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which any person referred to above was selected as a director or member of senior management.

Item6.B. Compensation

On August 1, 2016, the Management Services Agreement with Kalpakian Bros. of B.C. Ltd. (“Kalpakian Bros.”) was terminated by mutual consent (Exhibits 10.4, 10.4.1, 10.4.2, 10.4.3, 10.4.4, 10.4.5, 10.4.5.6 - Incorporated by reference). The principal of Kalpakian Bros. is Jacob H. Kalpakian, the President, CEO and director of the Company. Bedo H. Kalpakian, former President, CEO, CFO and director of the Company was a principal of Kalpakian Bros. until December 31, 2019.

Pursuant to indemnity agreements dated April 1, 1993, January 7, 2008, December 18, 2009 and August 2 2016, between the Company and each of Bedo H. Kalpakian, Jacob H. Kalpakian, Gregory T. McFarlane, Maria P. Arenas, Fred A.C. Tejada and Neil Spellman (collectively “the directors and officers”), the Company agreed to indemnify and save the directors and officers, their heirs and personal representatives harmless from and against all costs, charges and expenses arising out of their association with the Registrant. These costs, charges and expenses include any amounts paid to settle an action or to satisfy a judgement brought or found against the directors and/or officers and any amounts paid to settle an administrative action or proceeding provided that the indemnified party has acted in good faith and in the best interests of the Company. The Company Act requires a Court Order to be obtained prior to the Company making payment under the indemnity agreements. To date, the Company has not made any payments under the indemnity agreements.

During 2020, 2019 and 2018, there were no stock options granted to Directors, Officers and Employees.

The Company has no long-term incentive plans in place and, has not granted any stock appreciation rights.

Item6.C. Board Practices

6.C.1.Directors’ Terms of service.

All directors are elected annually by the Company’s shareholders to serve for a term of one year until the next annual general meeting of the shareholders. All directors may be annually re-elected by the Company’s shareholders at the annual general meeting of the shareholders for additional one year terms. Jacob H. Kalpakian has served as a director since 1991; Gregory T. McFarlane has served as a director since 1992; Fred A.C. Tejada has served as a director since December 2009 and Neil Spellman has served as a director since August 2016.

6.C.2.Details of Directors’ Service Contracts.

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6.C.3.Details relating to the Company’s audit committee and remuneration committee.

All directors are elected annually by the Company’s shareholders to act as directors of the Company for a term of one year. The Company’s audit committee is appointed on an annual basis by the Company’s directors. Presently, the Company’s audit committee consists of the following directors; Neil Spellman, Gregory T. McFarlane and Fred A.C. Tejada. The majority of the members of the audit committee must be made up of directors who are not officers of the Company. The audit committee is also responsible to monitor compliance of the Company’s Code of Ethics (see item 14.1).

Pursuant to Canadian National Policy (52-110) with respect to Audit Committee Disclosure, the charter of the Company’s Audit Committee and other information required to be disclosed have been disclosed in the Company’s Annual Information Circular with respect to the Company’s Annual General Shareholder’s meeting which was held on November 20, 2020. The Company’s 2020 Annual Information Circular (see Exhibit 13.4* - Attached) includes the Company’s Audit Committee Disclosure under Form 52-110F2.

The Company does not have a remuneration committee or an executive committee largely due to its size.

Item6.D. Employees

The Company’s employees are not represented by a union or other collective bargaining organization and the Company has not experienced any work stoppage by its employees. The Company believes that its employee relations are good.

Item6.E. Share Ownership

The number of common shares beneficially owned (directly and indirectly) by officers and directors of the Company as of December31, 2020 are as follows:

Name of Director/Officer and Municipality
Jacob H. Kalpakian Vancouver, BC, Canada	113,220	^(1)^	1.55	%
Gregory T. McFarlane Las Vegas, Nevada, USA	126 direct		0.002	%
Fred A.C. Tejada Surrey, BC, Canada	0		0.00	%
Neil Spellman Carlsbad, CA, USA	3		0.00	%
Maria P. Arenas Surrey, BC, Canada	572 direct		0.008	%

Notes: *Based on 7,292,709 issued and outstanding common shares as of December 31, 2020.

(1) Of these common shares, 65,000 are held by 30 Rock Management Inc., 10,020 are held by Kalpakian Bros.and 14,156 are held by a family member.

(2) Kalpakian Bros. and 30 Rock Management Inc. are private companies controlled by Jacob H. Kalpakian.

The number of common shares beneficially owned (directly and indirectly) by officers and directors of the Company as of December31, 2019 are as follows:

Name of Director/Officer and Municipality
Jacob H. Kalpakian Vancouver, BC, Canada	2,516,220	^(1)^	34.98	%
Gregory T. McFarlane Las Vegas, Nevada, USA	126 direct		0.002	%
Fred A.C. Tejada Surrey, BC, Canada	0		0.00	%
Neil Spellman Carlsbad, CA, USA	3		0.00	%
Maria P. Arenas Surrey, BC, Canada	572 direct		0.008	%

Notes: *Based on 7,192,709 issued and outstanding common shares as of December 31, 2019.

(1) Of these common shares, 2,468,000 are held by 30 Rock Management Inc., 10,020 are held by Kalpakian Bros. and 14,156 are held by a family member.

(2) Kalpakian Bros. and 30 Rock Management Inc. are private companies controlled by Jacob H. Kalpakian.

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The number of common shares beneficially owned (directly and indirectly) by officers and directors of the Company as of December31, 2018 are as follows:

Name of Director/Officer and Municipality
Jacob H. Kalpakian Vancouver, BC, Canada	51,220	^(1)^	0.72	%
Gregory T. McFarlane Las Vegas, Nevada, USA	126 direct		0.002	%
Fred A.C. Tejada Surrey, BC, Canada	0		0.00	%
Neil Spellman Carlsbad, CA, USA	3		0.00	%
Maria P. Arenas Surrey, BC, Canada	572 direct		0.008	%

Notes: *Based on 7,092,709 issued and outstanding common shares as of December 31, 2018.

(1) Of these common shares, 10,020 are held by Kalpakian Bros. of B.C. Ltd., 3,000 are held by 30 Rock

Management Inc. and 14,156 are held by a family member.

(2) Kalpakian Bros. of B.C. Ltd. Is a private company controlled by and in which Bedo H. Kalpakian (former director

of the Company) and Jacob H. Kalpakian (President & CEO of the Company) are the principal shareholders.

(3) 30 Rock Management Inc. is a private company controlled by Jacob H. Kalpakian.

Item6.E.2. Stock Options for Employees

From time to time the Company grants Incentive Stock Options to its directors, officers, employees and consultants. The incentive stock options entitle the holders to acquire common shares of the Company from treasury. The incentive stock options are a means of rewarding future services provided to the Company and are not intended as a substitute for salaries or wages, or as a means of compensation for past services rendered.

At the Company’s Annual General Meeting of shareholders held on April 30, 2004, the shareholders of the Company approved the Company’s 2004 Stock Option Plan (Exhibit 10.7 – Incorporated by reference). Shareholders of the Company adopted and approved the 2015 Stock Option Plan at the Company’s Annual and Special General Meeting of Shareholders which took place on June 4, 2015 (see Exhibit 12 – Incorporated by reference) and was re-approved by the Shareholders of the Company at the Annual General Meeting of Shareholders which took place on Wednesday, November 18, 2019 see Exhibit 13.3 – Incorporated by reference) and at the last Annual General Meeting of Shareholders which took place on Friday, November 20, 2020 (see Exhibit13.4* - Attached).

The Company’s 2015 Stock Option Plan reserves for granting to directors, officers, employees and consultants up to 20% of the issued and outstanding common shares of the Company calculated from time to time on a rolling basis. The terms of the options are determined at the date of grant.

During 2020, 2019 and 2018 there were no stock options granted to Directors, Officers, Employees and Consultants.

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ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

**7.A.1.**The Company is a publicly-owned corporation, the common shares of which are owned by Canadian residents, U.S. residents, and residents of other countries. The Company is not directly or indirectly controlled by any foreign government. However, Jackpot owned 48.64% of the Company’s issued and outstanding common shares as at December 31, 2018. During the twelve months ended December 31, 2019, Jackpot sold a total of 3,400,000 of the Company’s common shares. As at December 31, 2019 and 2020, Jackpot owns 49,985 common shares of the Company. In addition, Jackpot owns 3,449,985 share purchase warrants of the Company exercisable at $0.12 per share until November 2, 2022. Subsequent to the year-ended December 31, 2020, Jackpot acquired 2,986,900 additional shares pursuant to a debt settlement agreement (see Exhibit 10.20*-Attached).

As at December 31, 2020, the following persons or corporations beneficially own, directly or indirectly, or exercise control over shares carrying more than 5% of the issued and outstanding shares of the Company:

Name of Shareholder and Municipality	Number of Issued Capital			Percentage of the Total Issued Share Capital*
Bedo H. Kalpakian, Delta, BC and Jacob H. Kalpakian Vancouver, BC and Isabel Kalpakian Vancouver, BC		1,492,575	^(1)^		20.47	%
Kape Family Holdings Inc. (formerly 87 Capital Inc. & JAMCO Capital Partners Inc.)		800,000			10.97	%

(1) Of these shares, 703,931 common shares are held by Bedo H. Kalpakian directly, 24,044 common shares are held by Jacob H. Kalpakian directly, 737,424 common shares are held by Isabel Kalpakian, 2,478,020 common shares are held by private companies which are controlled by Jacob H. Kalpakian, and 14,156 common shares are held by a family member of Jacob H. Kalpakian.

* Based on 7,292,709, issued and outstanding common shares as of December 31, 2020.

As at December 31, 2019, the following persons or corporations beneficially own, directly or indirectly, or exercise control over shares carrying more than 5% of the issued and outstanding shares of the Company:

Name of Shareholder and Municipality	Number of Issued Capital			Percentage of the Total Issued Share Capital*
Bedo H. Kalpakian, Delta, BC and Jacob H. Kalpakian Vancouver, BC and Isabel Kalpakian Vancouver, BC		3,957,575	^(1)^		55.02	%
Kape Family Holdings Inc. (formerly 87 Capital Inc. & JAMCO Capital Partners Inc.)		800,000			11.12	%

(2) Of these shares, 703,931 common shares are held by Bedo H. Kalpakian directly, 24,044 common shares are held by Jacob H. Kalpakian directly, 737,424 common shares are held by Isabel Kalpakian, 2,478,020 common shares are held by private companies which are controlled by Jacob H. Kalpakian, and 14,156 common shares are held by a family member of Jacob H. Kalpakian.

* Based on 7,192,709, issued and outstanding common shares as of December 31, 2019.

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As at December 31, 2018, the following persons or corporations beneficially own, directly or indirectly, or exercise control over shares carrying more than 5% of the issued and outstanding shares of the Company:

Name of Shareholder and Municipality	Number of Issued Capital			Percentage of the Total Issued Share Capital*
Jackpot Digital Inc., Vancouver, BC (TSXV listed company)		3,449,985			48.64	%
Bedo H. Kalpakian, Delta, BC and Jacob H. Kalpakian Vancouver, BC and Isabel Kalpakian Vancouver, BC		1,579,575	^(1)^		22.27	%

(1) Of these shares, 703,931 common shares are held by Bedo H. Kalpakian directly, 24,044 common shares are held by Jacob H. Kalpakian directly, 824,424 common shares are held by Isabel Kalpakian, 10,020 common shares are held by private companies which are controlled by and in which Bedo H. Kalpakian and Jacob H. Kalpakian are the principal shareholders, 3,000 are held by a private company controlled by Jacob H. Kalpakian and 14,156 common shares are held by a family member of Jacob H. Kalpakian.

* Based on 7,092,709, issued and outstanding common shares as of December 31, 2018.

**7.A.1.(c)**All shareholders of the Company have equal voting rights. Holders of common shares of the Company are entitled to one vote per share at all meetings of shareholders, to receive dividends as and when declared by the Directors, and to receive a pro-rata share of the assets of the Company available for distribution to common shareholders in the event of the liquidation, dissolution or winding up of the Company. There are no pre-emptive, conversion or surrender rights attached to the common shares of the Company.

**7.A.2.**As of December 31, 2020, the Company had 7,292,709 issued and outstanding common shares. The number of outstanding common shares of the Company held in the United States and the number of registered holders thereof were 4,601 outstanding common shares and 6 registered shareholders (which include depository trusts which hold shares on behalf of non-registered shareholders).

**7.A.3.**To the best of the Company’s knowledge the Company is not controlled directly or indirectly by any foreign government or by any natural or legal person severally or jointly other than as disclosed in 7.A.1. in this Annual Report.

**7.A.4.**To the best of the Company’s knowledge, there are no known arrangements which may at a subsequent date result in a change of control of the Company.

Item7.B. Related Party Transactions

The Company shares office space and certain employees with Jackpot, a company related by certain common key management personnel.

As at December 31, 2020 and 2019, the amounts due to related parties are unsecured, payable on demand which consist of the following:

	2020		2019
Advances from directors (interest at prime plus 1%)	$	153,291	$	160,643
Entities controlled by directors (non-interest-bearing)		155,645		130,444
	$	308,936	$	291,087

Included in convertible debentures and accrued interest is $429,589 (2019 - $399,589) owing to the Chief Executive Officer and to a former director of the Company.

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During the years ended December 31, 2020, 2019 and 2018, the following amounts were charged by related parties.

	2020		2019		2018
Interest charged on amounts due to related parties	$	4,733	$	5,452	$	4,312
Interest on convertible debentures		30,000		30,000		30,000
Rent charged by entities with common directors		12,000		12,000		17,600
Office expenses charged by, and other expenses paid on behalf of the Company by a company with common directors		12,000		28,784		38,279
	$	58,733	$	76,236	$	90,191

The Company, together with Jackpot Digital Inc. (“Jackpot”), a related company with certain common directors, have entered into an office lease agreement with an arm’s length party.

On January 6, 2015, the Company closed convertible debentures financing with two directors of the Company for the Principal amount of $250,000. The convertible debentures have a maturity date of twelve months from the date of closing, and bear interest at the rate of 12% per annum payable on a quarterly basis. The convertible debentures are convertible into common shares of the Company at a conversion price of $0.30 per share. The liability component of the convertible debentures was recognized initially at the fair value of a similar liability that does not have an equity conversion option, which was calculated based on the application of a market interest rate of 20%. The amount of $222,006 has been recorded under convertible debentures and the amount of $27,994 has been recorded under the equity portion of convertible debenture reserve. The Principal amount of $250,000 together with the accrued interest of the convertible debentures became due and payable on January 6, 2016 (the “Due Date”). However, on the Due Date the Company was unable to repay the Principal amount and the accrued interest to the two directors. As of the date of this Annual Report, the Company has not repaid to the Company’s CEO Jacob Kalpakian and to its former director Bedo Kalpakian the Principal amount of $250,000 together with the accrued interest. The convertible debentures are in default, however, the Company has not been served with a default notice.

During the year ended December 31, 2017, the Company has entered into debt settlement agreements with Jackpot, and with Kalpakian Bros., companies related to 37 Capital by certain common directors **(**see Exhibit 10.18 – Incorporated by reference). The Company issued 4,249,985 units of the Company to Jackpot at the price of $0.09 per unit in settlement of the Company’s outstanding debt to Jackpot for the total amount of $382,498.65 for shared office rent, office support services and miscellaneous office expenses provided by Jackpot to the Company from August 1, 2014 up to September 30, 2017. In respect to the Company’s outstanding debt to Kalpakian Bros. for the total amount of $15,750, the Company issued 175,000 units of the Company at the price of $0.09 per unit in settlement of the Company’s outstanding debt owed to Kalpakian Bros. for unpaid management fees from May 1, 2016 up to July 30, 2016. Each unit consists of one common share and one share purchase warrant. Each warrant is exercisable at the price of $0.12 per share until November 2, 2022. The securities issued were subject to a hold period in accordance with applicable securities laws. During September 2018, Jackpot sold 800,000 units of 37 Capital to JAMCO, an arm’s length party and during 2019 Jackpot sold 3,400,000 common shares of 37 Capital through the facilities of the Canadian Securities Exchange (CSE). As at December 31, 2020, Jackpot owns 49,985 common shares in the capital of the Company representing approximately 0.69% of the Company’s issued and outstanding common shares. In addition, Jackpot owns 3,449,985 share purchase warrants of the Company exercisable at $0.12 per share until November 2, 2022. Subsequent to the year ended December 31, 2020, Jackpot acquired 2,986,900 additional shares pursuant to a debt settlement agreement (see Exhibit 10.20*-Attached).

Jackpot is related to the Company by virtue of the fact that Jackpot’s CEO and President, namely Jacob H. Kalpakian, is the President & CEO of the Company. Furthermore, Gregory T. McFarlane and Neil Spellman are directors of both the Company and Jackpot.

The Company had an agreement for office support services with Jackpot. Under the agreement, the Company was entitled to receive office support services from Jackpot at a monthly rate of $7,000 plus applicable taxes. This agreement expired on April 30, 2018. Effective as of May 1, 2018 the Company entered into a new agreement for office support services with Jackpot for a term of one year. Under the agreement, the Company was entitled to receive office support services from Jackpot at a monthly rate of $1,000 plus applicable taxes. The agreement expired on April 30, 2019. On May 1, 2020, the Company and Jackpot renewed the office support services agreement. The agreement has been further renewed which expires on April 30, 2022.

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Previously, the Company had a Management Services Agreement with Kalpakian Bros. which was terminated by mutual consent on August 1, 2016.

Previously, the Company hired the services of J.W. Murton & Associates to provide geological services. J.W. Murton & Associates is a private company owned by J.W. Murton, a former director of the Company.

Colt was previously related to the Company by virtue of the fact that Bedo H. Kalpakian was the President and CEO of Colt and was the former President, CEO and CFO of the Company, and Jacob H. Kalpakian was the Vice President and Director of Colt and is the President, CEO and Director of the Company. Furthermore, J. Wayne Murton was a former Director of the Company and was a director of Colt.

The Company is or was related to the following companies by common management and/or directors and/or officers:

-	Jackpot<br>Digital Inc. (“Jackpot”), a public company listed on the TSX Venture Exchange, also quoted in the U.S.A. on the OTCQB<br>of the OTC Markets Group and on the Berlin & Frankfurt Stock Exchanges. Jacob H. Kalpakian is an officer, director and shareholders<br>of Jackpot and Gregory T. McFarlane and Neil Spellman are directors of Jackpot. Bedo H. Kalpakian was a director and officer of<br>the Company and was an officer and director of Jackpot.
-	Kalpakian<br>Bros. of B.C. Ltd., a private company incorporated under the laws of the Province of British Columbia, the principal shareholder<br>is Jacob H. Kalpakian, director of the Company;
---	---
-	BHK Management<br>Inc., a private company incorporated under the laws of the Province of British Columbia, the principal shareholder of which is<br>Bedo H. Kalpakian, a former director of the Company;
---	---
-	30 Rock<br>Management Inc., a private company incorporated under the laws of the Province of British Columbia, the principal shareholder<br>of which is Jacob H. Kalpakian, a director of the Company;
---	---
-	Colt Resources<br>Inc. (“Colt”), is a public company. Colt was formerly related to the Company by certain directors and officers as<br>more particularly described in this Annual Report;
---	---
-	J.W. Murton<br>& Associates, a private company incorporated under the laws of the Province of British Columbia, the principal shareholder<br>of which is J. Wayne Murton, a former director of the Company;
---	---
-	Green Arrow<br>Resources Inc. (“Green Arrow”) is a public company listed on the TSX Venture Exchange. Jacob H. Kalpakian was a former<br>President and director of Green Arrow from April 2012 until November 2017. Neil Spellman and Bedo Kalpakian were also former directors<br>of Green Arrow until March 14, 2017 and November 30, 2017, respectively.
---	---
-	27 Red Capital<br>Inc., a reporting issuer incorporated under the laws of the Province of British Columbia. Jacob Kalpakian was a former officer<br>and director. Bedo H. Kalpakian and Neil Spellman were former directors of 27 Red Capital Inc.
---	---
-	4 Touchdowns<br>Capital Inc., a reporting issuer incorporated under the laws of the Province of British Columbia. Jacob Kalpakian was a former<br>officer and director. Bedo H. Kalpakian and Neil Spellman were former directors of 4 Touchdowns Capital Inc.
---	---

Item7.C. Interests of Experts and Counsel

Not Applicable.

ITEM 8. FINANCIAL INFORMATION

Item8.A. Financial Statements and Other Information

The Company’s Audited Consolidated Financial Statements together with the Management’s Discussion & Analysis for the year ended December 31, 2020, are included in Item 17 of this Annual Report.

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Item8.A.7. Legal Proceedings

On January 17, 2017 a Notice of Civil Claim was filed in the Supreme Court of British Columbia by 310047 B.C. Ltd. Against the Company for the sum of $53,024.40 being monies due by the Company to 310047 B.C. Ltd. Pursuant to an assignment by the Company’s solicitor Clark Wilson LLP.

On February 21, 2017 an Assignment of Debt Agreement was entered into between Clark Wilson LLP, and 310047 B.C. Ltd., and JAMCO Capital Partners Inc. (“JAMCO”) whereby the outstanding debt in the amount of $53,024.40 was assigned to JAMCO. The Company has acknowledged this assignment to JAMCO and has agreed to adjust the Company’s financial accounts and records to reflect this assignment. JAMCO is an arm’s length party to the Company. As a result of this Assignment of Debt Agreement, a Notice of Discontinuance was filed in the Supreme Court of British Columbia on March 21, 2017 by 310047 B.C. Ltd. And Clark Wilson LLP whereby the Civil Claim that was filed by 310047 B.C. Ltd. Against the Company has been discontinued. Subsequent to the year ended December 31, 2020, the Company issued 1,060,488 common shares to JAMCO in settlement of the $53,023.40 pursuant to a debt settlement agreement (see Exhibit 10.20*-Attached).

The Company’s corporate legal counsels are: Harper Grey LLP, (Attention: Michael Kennedy), Suite 3200-650 West Georgia Street, Vancouver BC V6B 4P7. The telefax number is (604) 669-9385.

Item8.A.8. Dividends

The Company entered into an Arrangement Agreement. For further particulars, please see Item 4. C. Organizational Structure.

Item8. B. Significant Changes

As a result of the completion of the Arrangement, 27 Red and 4 Touchdowns are independent entities and are no longer subsidiaries of the Company.

During 2018, Jackpot owned 3,449,985 common shares of the Company which represented 48.64% of the Company’s then issued and outstanding common shares as at December 31, 2018. As such, Jackpot had direct control of the Company. During the year ended December 31, 2019, Jackpot sold 3,400,000 common shares of the Company. As at December 31, 2020, Jackpot owns 49,985 common shares in the capital of the Company representing approximately 0.69% of the Company’s issued and outstanding common shares. In addition, Jackpot owns 3,449,985 share purchase warrants of the Company exercisable at $0.12 per share until November 2, 2022. Subsequent to the year ended December 31, 2020, Jackpot acquired additional 2,986,900 shares pursuant to a debt settlement agreement (see Exhibit10.20*-Attached).

ITEM 9. THE OFFER & LISTING

Item9.A. (4) Listing Details

On April 4, 1985, the Company’s common shares were listed and posted for trading on the Vancouver Stock Exchange, on the Montreal Exchange on January 15, 1988 and, on the Nasdaq SmallCap Market on May 11, 1988. On July 12, 1991, the Company voluntarily de-listed its common shares from the Montreal Exchange, and, on October 3, 1994, the Company’s shares were delisted from the Nasdaq SmallCap Market. Effective October 4, 1994, the Company’s shares have been listed for trading on the OTC Bulletin Board, and were listed on the OTCQB tier of the OTC Markets Group (“OTCQB”) until June 1, 2020. Presently, the Company’s common shares are listed for trading on the PINK Sheets on the OTC market. Effective on November 29, 1999 the Vancouver Stock Exchange became known as the CDNX as a result of the merger between the Vancouver Stock Exchange and the Alberta Stock Exchange. On July 5, 2001, the Company made a formal application to the CDNX requesting the voluntary delisting of the Company’s common shares from trading on the CDNX, as a result of which, the common shares of the Company were de-listed from trading on the CDNX effective at the close of trading on July 31, 2001. The trading symbol of the Company’s common shares when they were listed on the CDNX was “GGG”. During the period commencing from January, 2001, up to July 31, 2001, a total of 24,873 common shares of the Company traded on the CDNX at prices ranging from a high of $6.00 to a low of $3.30.

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On July 30, 1986, the Company’s share capital split on the basis of one-old-for-two-new common shares. On May 25, 1992, the Company’s share capital was consolidated on the basis of ten-old-for-one-new common share. On April 25, 2000, the Company’s share capital was consolidated on the basis of fifteen-old-for-one-new common share. On May 2, 2002, the Company’s name was changed to Lucky 1 Enterprises Inc. and its share capital was consolidated on the basis of five-old-for-one-new common share and its authorized share capital was subsequently increased to 200,000,000 common shares without par value. On January 17, 2005, the Company’s name was changed to Bronx Ventures Inc. and its share capital was consolidated on the basis of thirty-five-old-for-one-new-common share, and its authorized share capital was subsequently increased to an unlimited number of common and preferred shares without par value. Effective at the opening of business on January 24, 2005, the common shares of Lucky 1 Enterprises Inc. were de-listed, and the common shares of Bronx Ventures Inc. commenced trading on the OTC Bulletin Board and were listed on the OTC Bulletin Board in the U.S.A. under the trading symbol “BRXVF”. On March 19, 2007, the Company changed its name to Zab Resources Inc. and subdivided its stock on a one (1) old for 50 (new) shares basis. As a result, the shares of Bronx Ventures Inc. were de-listed from trading and the shares of Zab Resources Inc. commenced trading on the OTC Bulletin Board and were listed on the OTC Bulletin Board in the USA under the symbol “ZABRF” on March 22, 2007.

Effective November 28, 2007, the common shares of the Company have been listed for trading on the Canadian Securities Exchange (“CSE”) (formerly Canadian National Stock Exchange) under the trading symbol “ZABK”. On October 17, 2008, the Company’s CSE symbol was changed to “ZAB” pursuant to the CSE adopting a three character symbol format.

On April 16, 2009, the Company changed its name from Zab Resources Inc. (“Zab”) to Kokomo Enterprises Inc. (“Kokomo”) and the Company’s share capital was consolidated on the basis of 25 (old) shares of Zab for 1 (new) share of Kokomo. As a result, the shares of Zab were de-listed from trading and the shares of Kokomo commenced trading in Canada on the CSE under the symbol “KKO”, and in the U.S.A. the shares of Kokomo commenced trading on the OTCQB under the symbol “KKOEF”. The Cusip number of the Company’s common shares was 500323100.

On August 31, 2012, the Company changed its name from Kokomo Enterprises Inc. (“Kokomo”) to High 5 Ventures Inc. (“High 5”) and the Company’s share capital was consolidated on the basis of 15 (old) shares of Kokomo for 1 (new) share of High 5. As a result, the shares of Kokomo were de-listed from trading and the shares of High 5 commenced trading in Canada on the CSE under the symbol “HHH” and in the USA, the shares of High 5 commenced trading on the OTCQB under the symbol “HHHEF”. The Cusip number of the Company’s common shares is 42966V105.

On July 7, 2014, the Company’s share capital was consolidated on the basis of 6 (old) common shares for 1 (new) common share and the Company changed its name to 37 Capital Inc. (“37 Capital”). As a result, the shares of High 5 were de-listed from trading and the shares of 37 Capital commenced trading in Canada on the CSE under the symbol “JJJ”, and in the U.S.A. the trading symbol of the Company’s shares remains unchanged on the OTCQB and trade under the symbol “HHHEF”. The Cusip number of the Company’s common shares is 88429G102.

The following tables set forth the market price range and trading volumes of the common shares of the Company on the OTCQB, Pink Sheets and on the CSE for the periods indicated.

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OTCQB/PinkSheets – OTC Markets Group

TradingRange

Five Most Recent Financial Years	U.S. High	U.S. Low	Volume
2016				n/a
2017				n/a
2018				13,691
2019				10,922
2020				8,025
Two Most Recent Financial Years
Year 2019
Jan 1 – Mar 31				4,191
Apr 1 – Jun 30				0
Jul 1 – Sept 30				1,345
Oct 1 – Dec 31				5,386
Year 2020
Jan 1 – Mar 31				3,158
Apr 1 – Jun 30				4,000
Jul 1 – Sept 30				717
Oct 1 – Dec 31				150

All values are in US Dollars.

CSE

CanadianStock Exchange

(formerlyCanadian National Stock Exchange)

TradingRange

	Cdn High	Cdn Low	Volume
Five Most Recent Financial Years
2016				800,620
2017				3,500
2018				575,157
2019				4,463,333
2020				1,431,723
Two Most Recent Financial Years
Year 2019
Jan 1 – Mar 31				299,833
Apr 1 – Jun 30				2,304,000
Jul 1 – Sep 30				1,472,000
Oct 1 – Dec 31				387,500
Year 2020
Jan 1 – Mar 31				884,091
Apr 1 – Jun 30				37,500
Jul 1 – Sep 30				449,345
Oct 1 – Dec 31				60,787

All values are in US Dollars.

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Item9.C. Markets

On November 28, 2007, the common shares of the Company were listed for trading on the Canadian Stock Exchange (“CSE”) (formerly Canadian National Stock Exchange) under the trading symbol “ZABK”. On October 17, 2008, the Company’s CSE symbol was changed to “ZAB” pursuant to the CSE adopting a three-character symbol format.

On April 16, 2009, the Company changed its name from Zab Resources Inc. (“Zab”) to Kokomo Enterprises Inc. (“Kokomo”), and the Company consolidated its capital stock on the basis of 25 (old) shares of Zab for 1 (new) share of Kokomo. As a result, the shares of Zab were de-listed from trading and the shares of Kokomo commenced trading in Canada on the CSE under the symbol “KKO”, and in the U.S.A. the shares of Kokomo commenced trading on the OTCQB under the symbol “KKOEF”. The Cusip number of the Company’s common shares was 500323100.

On July 7, 2014, the Company changed its name from High 5 Ventures Inc. (“High 5”) to 37 Capital Inc. (“37 Capital”) and consolidated its share capital on the basis of one new 37 Capital common share for every six old High 5 common shares (1:6). As a result, the Company’s trading symbol on the CSE is “JJJ” and in the USA, the trading symbol of the Company’s shares remains unchanged on the OTCQB and trade under the symbol “HHHEF”. The Cusip number of the Company’s common shares is 88429G102.

ITEM 10. ADDITIONAL INFORMATION

Item10. A. Share Capital

Effective July 7, 2014, the Company’s name was changed to 37 Capital Inc. (“37 Capital”), its share capital was consolidated on the basis of 6 (old) shares of High 5 for 1 (new) share of 37 Capital.

At the Company’s 2005 Special General Meeting held on January 10, 2005, the shareholders approved the deletion of the Pre-Existing Company Provisions in the notice of Articles of the Company and approved the alteration of the Company’s Notice of Articles. The shareholders approved the increase of the Company’s authorized capital to an unlimited number of Common and Preferred Shares, both without par value, approved the adoption of new articles in substitution for the old articles of the Company (Exhibit 3.2 – Incorporated by reference).

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The authorized share capital of the Company consists of an unlimited number of common and preferred shares without par value of which 7,292,709 common shares are issued and outstanding as of December 31, 2020. No preferred shares have been issued.

Holders of common shares of the Company are entitled to one vote per share at all meetings of shareholders of the Company, to receive dividends as and when declared by the Directors, and to receive a pro-rata share of the assets of the Company available for distribution to common shareholders in the event of the liquidation, dissolution or winding up of the Company. There are no pre-emptive, conversion or surrender rights attached to the common shares of the Company.

All shares have been issued pursuant to resolutions of the Board of Directors of the Company.

Outstanding Share Data			Exercise Price per Share	Expiry Date
Issued and Outstanding as at April 30, 2021	22,479,739	Nil	N/A	N/A
Warrants as at April 30, 2021	4,324,985<br><br> <br>400,000	Nil	Cdn $0.12<br><br> <br>Cdn $0.10	November 2, 2022<br><br> <br>January 15, 2023
Fully Diluted as at April 30, 2021	27,204,724	Nil

Item10.A.4. Warrants

All warrants have been issued pursuant to resolutions of the Board of Directors of the Company.

The following summarizes the warrants that have been granted, exercised, cancelled or expired during the years ended December 31, 2020, 2019 and 2018:

Warrants activity for the years ended December 31, 2020, 2019 and 2018 are as follows:

			Weighted Average Exercise Price
Balance, December 31, 2017	5,428,318		$	0.12
Issued	3,333		$	1.50
Exercised	(600,000	)		0.13
Balance, December 31, 2018	4,824,985		$	0.12
Balance, December 31, 2019 and 2020	4,824,985		$	0.12

As of December 31, 2020, the following warrants were outstanding:

Expiry Date
January 4, 2021	0.135	500,000
November 2, 2022	0.12	4,324,985
		4,824,985

The weighted average remaining contractual life for warrants outstanding at December 31, 2020 is 1.65 years (2019 – 2.65 years).

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Item10.A.5. Stock Options

From time to time, the Company grants stock options to its directors, employees and consultants on terms and conditions acceptable to the Regulatory Authorities. The stock options entitle the holders to acquire common shares of the Company from treasury (see Exhibit 13.3 – Incorporated by reference).

The 2015 Stock Option Plan was re-approved by the Shareholders at the Company’s Annual General Meeting held on November 20, 2020. The Company’s 2015 Stock Option Plan provides that the Board of Directors of the Company may grant to directors, officers, employees and consultants of the Company options to acquire up to 20% of the issued and outstanding common shares of the Company calculated from time to time on a rolling basis. The terms of the options are determined at the date of grant (see Exhibit13.4* Attached).

As of December 31, 2020, there were no stock options outstanding (December 31, 2019: Nil) (December 31, 2018: Nil).

Item10. A.6. History of Share Capital

There are no special voting rights attached to any of the Company’s issued and outstanding shares. All shares which were issued from the Company’s Treasury were issued for cash or in the case of Finder’s Fees for services rendered or shares for debt in the case of outstanding debts.

CAPITALSTOCK

Authorized: Unlimited number of Common and Preferred shares without par value. No preferred shares have been issued.

	Capital Stock
	Common Shares		Amount		Equity Portion of Convertible Debentures Reserve		Deficit			Total Stockholders’ Deficiency
Balance, December 31, 2018	7,092,709	$	25,849,950	$	33,706	$	(26,914,802	)	$	(1,031,146	)
Net loss for the year	—		—		—		(147,137	)		(147,137	)
Shares issued for mineral property interest	100,000		7,500		—		—			7,500
Balance, December 31, 2019	7,192,709		25,857,450		33,706		(27,061,939	)		(1,170,783	)
Net loss for the year	—		—		—		(133,379	)		(133,379	)
Shares issued for mineral property interest	100,000		7,500		—		—			7,500
Balance, December 31, 2020	7,292,709	$	25,864,950	$	33,706	$	(27,195,318	)	$	(1,296,662	)

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Item10.B. Articles of Association

The Company’s shareholders considered and approved a special resolution to adopt new Articles for the Company at the Company’s Special Meeting which was held on January 10, 2005, (Exhibit 3.2 – Incorporated by reference). On September 18, 2014, the Company’s shareholders considered and approved a resolution to adopt an Amendment to the Articles for the implementation of the Advance Notice Provisions (see Exhibit 3 – Incorporated by reference).

Item10. C. Material Contracts

On September 8, 2006, the Company entered into an Option Agreement (Exhibit 10.11 – Incorporated by reference) with Colt Resources Inc. (“Colt”) whereby Colt obtained the right to acquire a 50% undivided interest, subject to the Arm’s Length Royalty, in the Extra High Claims by incurring exploration expenditures of $240,000 on the Extra High Claims by no later than February 28, 2007 and by making cash payments to the Company totaling $133,770 by no later than March 26, 2007. On September 12, 2006, the Company and the Arm’s Length Party amended the Option Agreement (Exhibit 10.5.1 – Incorporated by reference) by entering into an Amending Agreement whereby the Company was granted an extension period until June 26, 2007 to make the balance of cash payments to the Arm’s Length Party and incur the remaining exploration expenditures on the Extra High Claims. On October 31, 2006, the Company and Colt entered into an Amending Agreement (Exhibit 10.11.2 – Incorporated by reference) whereby Colt was granted an extension period until June 26, 2007 to incur exploration expenditures on the Extra High Claims and to make the cash payments to the Company. Upon Colt earning its 50% undivided interest in the Extra High Claims, the Company and Colt would thereafter equally contribute to all future exploration costs. If any party would fail to contribute its share of future exploration costs, then its respective interest would be diluted on a straight-line basis. If any party’s interest would be diluted to less than a 10% interest, then that party’s interest in the Extra High Claims would be converted into a 0.5% NSR royalty. On April 16, 2007, the Company and the Arm’s Length Party amended the Option Agreement (Exhibit 10.5.2 – Incorporated by reference) by entering into an Amending Agreement whereby the Company was released of the requirement to incur the remaining exploration expenditures but instead was required to make a cash payment of $60,000 (paid) to the Arm’s Length Party.

On June 14, 2007, the Company amended its Option Agreement with Colt whereby Colt would have the right to acquire a 34% interest in the Extra High Claims by making cash payments to the Company totalling $193,770 by no later than June 26, 2007. The Amending Agreement released Colt of the requirement to incur $240,000 in exploration expenditures on the Extra High Claims. On June 26, 2007, the Company made its final payment to the Arm’s Length Party thereby earning a 100% undivided interest in the Extra High Claims subject only to the Arm’s Length Royalty. Colt made its final payment to the Company and earned its 34% interest in the Extra High Claims, thus reducing the Company’s interest to 66%.

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On January 21, 2008, the Company entered into an Option Agreement (the “2008 Option Agreement”) (see Exhibit 10.11.3 – Incorporated by reference) with Colt whereby Colt was granted the right and option to acquire, in two separate equal tranches, the Company’s 66% undivided interest in the Extra High Claims. Pursuant to the 2008 Option Agreement, Colt exercised the first tranche of the option by making a cash payment of $250,000 to the Company thus acquiring from the Company a 33% undivided interest in the Extra High Claims. Colt did not exercise the second tranche of the option. As a result of exercising the first tranche of the option, Colt held a 67% undivided interest in the Extra High Claims and became the operator of the Extra High Claims, and the Company held a 33% undivided interest in the Extra High Claims.

On October 31, 2019, as amended on November 4, 2019, the Company entered into a Property Purchase Agreement with Colt Resources Inc. (“Colt”) whereby the Company has purchased Colt’s 67% right, interest and title in and to the Extra High Property for a cash consideration of $100,000 of which $25,000 was paid on the closing date of the Property Purchase Agreement and the balance i.e. $75,000 is payable after eighteen months from the closing date. Additionally, the Company is obligated to pay Colt a 0.5% NSR from commercial production which may be purchased by the Company at any time by making a payment of $500,000 (see Exhibit 10.11.5 – Incorporated by reference). As at December 31, 2019, the Company owns a 100% undivided right, interest and title in and to the Extra High Property which covers an area of 650 hectares.

During the year ended December 31, 2008, the Company sold all of its Ontario Lithium Properties to an arm’s length party for gross proceeds of $54,500 consisting of $50,000 cash payment and marketable securities of $4,500 valued at the quoted market price at receipt (see Exhibit 10.12 – Incorporated by reference). Furthermore, the arm’s length party is obligated to pay to the Company one-half percent (1/2%) gross receipts royalty after six months from the date of commencement of commercial production from the Ontario Lithium Properties. These properties were previously written-off at the end of fiscal year 2000.

On October 15, 2020, the Company entered into an Amendment Agreement to the Acacia Property Option Agreement with Eagle Plains Resources Inc. (“Eagle Plains”) whereby the Company a) shall issue to Eagle Plains 50,000 common shares in lieu of not having incurred the required $100,000 in property related expenditures during the 1st Anniversary of the Acacia Property Option Agreement, b) shall issue to Eagle Plains an additional 50,000 common shares in order to continue with the 2nd Period of the Acacia Property Option Agreement and c) has made a firm commitment to incur a total amount of $200,000 in property related expenditures during the 2nd Period of the Acacia Property Option Agreement. All the other terms and conditions of the Acacia Property Option Agreement shall remain unchanged and shall be in full force and effect. Consequently, on October 16, 2020, the Company issued 100,000 common shares in the capital of the Company to Eagle Plains at the deemed price of $0.075 per share which were subject to a hold period which expired on February 17, 2021.

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The Company has entered into debt settlement agreements with Jackpot, and with Kalpakian Bros., companies related to 37 Capital by certain common directors **(**see Exhibit 10.18 Incorporated by reference). The Company has issued 4,249,985 units of the Company to Jackpot at the price of $0.09 per unit in settlement of the Company’s outstanding debt to Jackpot for the total amount of $382,498.65 for shared office rent, office support services and miscellaneous office expenses provided by Jackpot to the Company from August 1, 2014 up to September 30, 2017. In respect to the Company’s outstanding debt to Kalpakian Bros. for the total amount of $15,750, the Company has issued 175,000 units of the Company at the price of $0.09 per unit in settlement of the Company’s outstanding debt owed to Kalpakian Bros. for unpaid management fees from May 1, 2016 up to July 30, 2016. Each unit consists of one common share and one share purchase warrant. Each warrant is exercisable at the price of $0.12 per share until November 2, 2022. The securities issued were subject to a hold period in accordance with applicable securities laws. During September 2018, Jackpot sold 800,000 units of 37 Capital to an arm’s length party, and during the year ended December 31, 2019, Jackpot sold 3,400,000 common shares of the Company. As at December 31, 2020, Jackpot owns 49,985 common shares in the capital of the Company representing approximately 0.69% of the Company’s issued and outstanding common shares. In addition, Jackpot owns 3,449,985 share purchase warrants of the Company exercisable at $0.12 per share until November 2, 2022.

On December 11, 2020, the Company entered into debt settlement agreements with certain creditors (the “Company’s Creditors”) whereby the Company’s Creditors agreed to accept common shares in the capital of the Company as full and final settlement of amounts owing to the Company’s Creditors. Pursuant to the debt settlement agreements, on January 25, 2021, the Company issued 14,787,030 common shares of the Company (the “Debt Settlement”) at a deemed price of $0.05 per common share to certain creditors, including to a related party and a director and officer of the Company (the “Creditors”) (see Exhibit 10.20*-Attached).

Item10. D. Exchange Controls

(a)	No<br> governmental laws, decrees or regulations in the Province of British Columbia, Canada,<br> restrict export or import of capital, including, but not limited to, foreign exchange<br> controls, or affect the remittance of dividends, interest or other payments to non-resident<br> holders of the Registrant’s securities.
(b)	There<br> are no limitations on the right of non-resident or foreign owners to hold or vote such<br> securities imposed by foreign law or by the charter or other constituent document of<br> the Registrant.
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Item10.E. Taxation

General

The following comments summarize the material Canadian and U.S. Federal Income Tax consequences for a shareholder of the Registrant who is a non-resident of Canada and who is a resident of the United States subject to taxation under the laws of the United States.

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The following is based upon the current provisions of the Income Tax Act (Canada) (the “Tax Act”) and regulations thereunder, the U.S. Internal Revenue Code of 1986 (the “Code”) and regulations thereunder, the Canada-United States Income Tax Convention, 1980 (the “Convention”), the current administrative policies and practices published by Canada Revenue Agency or by the U.S. Internal Revenue Service and all specific proposals to amend the Tax Act and regulations thereunder that have been publicly announced by the Minister of Finance (Canada) prior to the date hereof, and judicial decisions, all of which are subject to change. The following does not take into account the tax laws of the various provinces or territories of Canada or the tax laws of the various state and local jurisdictions of the United States or foreign jurisdictions.

The following is intended to be a general description of the Canadian and U.S. Federal income tax considerations material to a purchase of the common shares and is not intended to be, nor should it be construed to be, legal or tax advice to any prospective holders. The following does not address consequences peculiar to any holder subject to special provision of Canadian or U.S. income tax law. Therefore, prospective holders are urged to consult their own tax advisors with respect to the tax consequences of an investment in the common shares of 37 Capital Inc.

CANADIANFEDERAL INCOME TAX CONSIDERATIONS

Dividendson Common Stock

Under the Tax Act, a non-resident of Canada is subject to withholding tax at the rate of 25% on dividends from a corporation resident in Canada. The Convention reduces this rate to 15% for a shareholder resident in the United States. Withholding tax is further reduced to 5% if the United States resident shareholder is a corporation that beneficially owns at least 10% of the voting stock of the corporation paying the dividend.

Exemptionsfrom Withholding Tax

The Convention provides exemption from Canadian income tax on dividends paid to religious, scientific, literary, educational or charitable organizations or to an organization constituted and operated exclusively to administer or provide benefits under one or more pension, retirement or employee benefit funds or plans. To qualify for exemption such organizations must be resident in the United States and be exempt from income tax under the laws of the United States.

Dispositionsof Common Stock

The following comments apply only to a shareholder whose Common stock constitutes capital property to him/her for purposes of the Income Tax Act.

Common stock will generally constitute capital property unless the holder is a trader or dealer in securities or is engaged in a venture in the nature of trade in respect of Common Stock.

Common stock of a resident public corporation will constitute taxable Canadian property of a shareholder at a particular time if at any time in the preceding five (5) years, 25% or more of the issued shares of any class of the capital stock of the Registrant belonged to the non-resident shareholder, persons with whom the non-resident did not deal at arm’s length, or to the non-resident shareholder and persons with whom the non-resident shareholder did not deal at arm’s length.

Under the Tax Act, a non-resident of Canada is subject to Canadian tax on taxable capital gains from dispositions of taxable Canadian property and may deduct allowable capital losses from dispositions of taxable Canadian property. If the shares are considered taxable Canadian property, the vendor may be required to withhold tax pursuant to section 116 of the Tax Act.

Upon disposal of capital property the amount, if any, by which a taxpayer’s proceeds of disposition exceed or are exceeded by the adjusted cost base of the capital property (including expenses of disposition) represent the capital gain (or loss) on disposition of the capital property. One half of the gain (the “taxable capital gain”) is brought into income and taxed at normal rates. One half of the loss (the “allowable capital loss”) can be deducted from taxable capital gains realized in the same year. Pursuant to the Federal Budget which was announced on February 28, 2000, the taxable capital gain and allowable capital loss inclusion rate was reduced from three-fourths to two-thirds for dispositions after February 27, 2000. On October 18, 2000, the Federal Budget further reduced the inclusion rate from two-thirds to one-half for dispositions after October 17, 2000. For dispositions of taxable Canadian property any excess of allowable capital losses over taxable capital gains becomes a “net capital loss” which can be carried to other years to reduce taxable capital gains from the disposition of such property.

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The Convention gives protection to United States residents from Canadian tax on certain gains derived from the alienation of property. There is no protection for a gain on a disposition of shares the value of which is derived principally from real property in Canada. Protection under the Convention will be available as long as the Registrant remains a Canadian public corporation or its shares continue to be listed on a prescribed stock exchange.

Canada Revenue Agency has indicated that it considers the protection of the Convention with respect to capital gains extend to a “deemed disposition” under the Tax Act, including the “deemed disposition” arising upon the death of a taxpayer.

U.S.FEDERAL INCOME TAX CONSIDERATIONS

37 CAPITAL INC. (“37 Capital”) is classified as a Passive Foreign Investment company (“PFIC”) for U.S. federal income tax purposes since the following conditions have applied for at least one taxable year since 1986:

1) 75% or more of its gross income has been passive;

2) The average percentage of its assets producing passive income is at least 50%.

The following is intended to be a general description of the U.S. Federal income tax considerations material to a purchase of the common shares and is not intended to be, nor should it be construed to be, legal or tax advice to any prospective holders. Prospectiveholders are urged to consult their own tax advisors with respect to the tax consequences of an investment in the common sharesof 37 Capital.

Since 37 Capital has satisfied the PFIC criteria for at least one taxable year since 1986, while a shareholder holds shares in 37 Capital, it remains a PFIC as to that shareholder even if it no longer meets the income or asset test. Classification as a PFIC will create U.S. tax consequences to a U.S. Shareholder that are unique to the PFIC provisions and that are not encountered in other investments.

Generally, a U.S. shareholder will realize ordinary income on the receipt of cash dividends or property distributions from an investment in the shares of a foreign corporation to the extent such dividends are paid out of the foreign company’s current accumulated earnings and profits. To the extent of any withholding taxes, both individual and corporate investors must include such taxes in income and, in turn, claim a foreign tax credit. Certain corporate investors are also entitled to gross up the underlying foreign corporate income taxes and claim a foreign tax credit.

Thus, under the general rule, no U.S. federal income tax consequences occur until an actual dividend is paid. Although this general rule can apply in a PFIC investment, there are significant deviations from this general rule and many elections available to a U.S. shareholder that can alter the U.S. federal income tax consequences. Such consequences will be unique to each U.S. shareholder.

In the absence of any PFIC elections, a U.S. shareholder of a PFIC, will be taxed under the excess distribution method. Under this method, where a current year dividend exceeds 125% of the average of dividends during the preceding three taxable years, the excess must be allocated rateably to each day in the taxpayer’s holding period.

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The amount of the excess allocated to the current year and to years when the corporation was not a PFIC is included in the shareholder’s gross income for the year of the distribution. The remainder of the excess is not included in gross income, but the U.S. shareholder must pay a deferred tax amount by allocating the remaining excess to all PFIC years, re-computing the tax for each PFIC year and computing and paying the resultant interest on the recomputed tax for each PFIC year. As indicated above, foreign tax credit relief is available for withholding taxes for both individual and corporate investors. Relief for underlying corporate tax is only available for certain corporate investors.

Under the excess distribution method, gain on the disposition of PFIC shares results in the same allocation process; gross income inclusion; tax re-computation; and interest charges as an excess distribution.

In lieu of the excess distribution method, a U.S. shareholder may elect to treat a PFIC as a Qualified Electing Fund (“QEF”) and be taxed under the QEF method. If that election is made, the U.S. shareholder will be taxed currently on its pro-rata share of the earnings of the QEF. The current income inclusion eliminates the interest charge under the excess distribution method. Thus, unlike the excess distribution method that requires the receipt of cash from an actual dividend or sale, the QEF method invokes taxation without the receipt of cash.

Shareholders, who make a QEF election may, or may not, remain subject to tax under the excess distribution method. If the U.S. shareholder makes the QEF election for the foreign corporation’s first tax year as a PFIC that is included in the shareholder’s holding period, the excess distribution will not apply to the shareholder. Thus, this type of shareholder will include its pro-rata share of PFIC earnings as a dividend, claim the appropriate foreign tax credit, and not face any interest charge.

If the shareholder makes the QEF election at a later time, in the absence of any other PFIC election, current taxation under the QEF method will apply prospectively. However, the excess distribution method continues to apply prior to the effective date of the QEF election.

If the shareholder makes the QEF election at a later time, the shareholder has an additional option to make a purging election. If a purging election is made, the PFIC stock would be treated as if it were sold and the gain treated as an excess distribution requiring: a gross income inclusion; allocation to PFIC years in the shareholder’s holding period, a tax re-computation for PFIC years in the shareholder’s holding period; and an interest charge payment. As a result of the purging election, thereafter the excess distribution method would not apply to that shareholder.

Under the QEF method, the U.S. shareholder has another option. In lieu of paying the tax on its pro-rata share of PFIC earnings, the U.S. shareholder in a QEF on the last day of the QEF’s tax year may elect to extend the time for payment of any of its undistributed PFIC earnings tax liability for the tax year. If the election is made, the election is treated as an extension of time to pay tax and, thus, the U.S. shareholder is liable for interest.

In lieu of any of the above-described methods, since 37 Capital is regularly traded on a national securities exchange, U.S. shareholders may wish to make an election to mark to market.

A U.S. shareholder of a PFIC may make a mark to market election for marketable PFIC stock. If the election is made, the shareholder includes in income each year an amount equal to the excess, if any, of the fair market value of the PFIC stock as of the close of the tax year over the shareholder’s adjusted basis in the stock. Decreases in market value are allowed as deductions, within certain prescribed limits.

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Generally, under the mark to market election, the general PFIC rules under the excess distribution method and QEF method do not apply. However, if the mark to market election is made after a U.S. shareholder has maintained its investment, there are provisions that ensure that the interest charge on amounts attributable to periods before the election is not avoided.

PERSONSCONSIDERING THE PURCHASE OF THE COMPANY’S COMMON SHARES SHOULD CONSULT THEIR TAX ADVISORS WITH REGARD TO THE APPLICATIONOF CANADIAN, U.S. AND OTHER TAX LAWS TO THEIR PARTICULAR SITUATION.

Item10. F. Dividends and Paying Agents.

The Company’s registrar and transfer agent is Computershare Investor Services Inc. located at 510 Burrard Street, Vancouver, British Columbia, Canada, V6C 3B9. The telefax number is (604) 661-9407.

Item10. G. Statement by Experts

Not Applicable.

Item10. H. Documents on Display.

We have filed this 2020 Annual Report on Form 20-F with the Securities and Exchange Commission under the Securities Exchange Act of 1934. Statements made in this Annual Report as to the contents of any contract, agreement or other document referred to are not necessarily complete. With respect to each such contract, agreement or other document filed as an exhibit to this Annual Report, reference is made to the exhibit for a more complete description of the matter involved, and each such statement shall be deemed qualified in its entirety by such reference.

We are subject to the informational requirements of the Securities Exchange Act and file reports and other information with the Securities and Exchange Commission. Reports and other information which we file with the Securities and Exchange Commission, including this Annual Report on Form 20-F, may be inspected at the public reference facilities of the Securities and Exchange Commission at: 450 Fifth Street N.W., Room 1024, Washington, D.C. 20549. Additionally, copies of this material may also be obtained from the Securities and Exchange Commission’s Investor Site at http://www.sec.gov . The Commission’s telephone number is 1-800-SEC-0330.

Item10. I Subsidiary Information

On February 26, 2015, the Company incorporated two wholly-owned subsidiaries, 27 Red Capital Inc. (“27 Red”) and 4 Touchdowns Capital Inc. (“4 Touchdowns”).

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A copy of the Arrangement Agreement is available on www.SEDAR.com.

As a result of the completion of the Arrangement, 27 Red and 4 Touchdowns are independent entities and are no longer subsidiaries of the Company.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

(a)	Risk<br> management overview

The Company's activities expose it to a variety of financial risks including credit risk, liquidity risk and market risk. This note presents information about the Company's exposure to each of the above risks, the Company's objectives, policies and processes for measuring and managing risk, and the Company's management of capital. The Company employs risk management strategies and policies to ensure that any exposure to risk is in compliance with the Company's business objectives and risk tolerance levels. While the Board of Directors has the overall responsibility for the Company's risk management framework, the Company's management has the responsibility to administer and monitor these risks.

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| --- | | (b) | Fair value of financial instruments | | --- | --- |

The fair values of cash, accounts payable and accrued liabilities, due to related parties, refundable subscription, loan payable and convertible debentures approximate their carrying values due to the short-term maturity of these instruments.

IFRS establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

(c)	Credit<br> risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The financial instruments that potentially subject the Company to a significant concentration of credit risk consist of cash. The Company mitigates its exposure to credit loss associated with cash by placing its cash with a major financial institution.

(d)	Liquidity<br> risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they are due. The Company's approach to managing liquidity is to ensure that it will have sufficient liquidity to meet its liabilities when due.

At December 31, 2020, the Company had cash of $9 (2019 - $38) available to apply against short-term business requirements and current liabilities of $1,337,235 (2019 - $1,203,963). All of the current liabilities, are due within 90 days. Amounts due to related parties are due on demand. As of December 31, 2020, three convertible debentures are in default, and the loan payable and the refundable subscription are due on demand. Liquidity risk is assessed as high.

(e)	Market<br> risk

Market risk is the risk that changes in market prices, such as interest rates and foreign exchange rates, will affect the Company's net earnings or the value of financial instruments. As at December 31, 2020, the Company is not exposed to significant interest rate risk, currency risk or other price risk on its financial assets and liabilities due to the short-term maturity of its financial liabilities and fixed interest rate on the convertible debentures.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

As at the date of this Annual Report, the Company has three Convertible Debentures totalling the principal amount of $300,000 plus accrued interest which have matured and are payable on demand, and one Convertible Debenture in the amount of $50,000 which has been extended indefinitely (see Exhibits 10.14 & 10.15 – Incorporated by reference). Subsequent to the year ended December 31, 2020, the amount of $50,000 was settled pursuant to a shares for debt agreement (see Exhibit 10.20*-Attached).

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Except for outstanding loans, accounts payable, accrued liabilities and three convertible debentures totalling the principal amount of $300,000 plus accrued interest which have matured and are payable on demand, and one Convertible Debenture in the amount of $50,000 which has been extended indefinitely, the Company is not in default in the payment of principal, interest, sinking fund instalment or any other default with respect to any other indebtedness of the Company. Subsequent to the year ended December 31, 2020, the convertible debenture in the amount of $50,000 was settled pursuant to a shares for debt agreement (see Exhibit 10.20*-Attached).

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ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

There have been no changes in the constituent instruments defining the rights of holders of common stock and no issuance of any other securities that has modified the rights of holders of common stock.

Useof Proceeds from Offering

Not Applicable.

ITEM 15. CONTROLS AND PROCEDURES

a)	EVALUATION<br> OF DISCLOSURE CONTROLS AND PROCEDURES. Our Chief Executive Officer and Chief Financial<br> Officer have evaluated the effectiveness of our disclosure controls and procedures [(as<br> defined in Rules 13a-15(d) and 15d -15(e) under the Securities Exchange Act of 1934 (“Exchange<br> Act”)] as of the end of the period covered by this Annual Report on Form 20-F.<br> Based on such evaluation, they have concluded that as of such date, our disclosure controls<br> and procedures are effective and designed to ensure that information required to be disclosed<br> by us in reports that we file or submit under the Exchange Act is recorded, processed,<br> summarized and reported within the time periods specified in applicable SEC rules and<br> forms.
b)	MANAGEMENT’S<br> ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING. Our management, under the<br> supervision of our Chief Executive Officer and Chief Financial Officer, is responsible<br> for establishing and maintaining adequate internal control over financial reporting as<br> defined in Rule 13a-15(f) and Rule 15d-15(f) of the Exchange Act. Our internal control<br> system was designed to provide reasonable assurance regarding the reliability of financial<br> reporting and the preparation and fair presentation of our financial statements for external<br> purposes in accordance with generally accepted accounting principles. Our Chief Executive<br> Officer and Chief Financial Officer assessed the effectiveness of our internal control<br> over financial reporting as of December 31, 2020. In making this assessment, they used<br> the criteria established in the 2013 Internal Control-Integrated Framework issued by<br> the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on<br> this assessment, our Chief Executive Officer and Chief Financial Officer have concluded<br> that, as of December 31, 2020, our internal control over financial reporting is effective<br> based on those criteria. Notwithstanding the foregoing, all internal control systems,<br> no matter how well designed, have inherent limitations. Therefore, even those systems<br> determined to be effective may not prevent or detect misstatements and can provide only<br> reasonable assurance with respect to financial statement preparation and presentation.<br> Also, projections of any evaluation of effectiveness to future periods are subject to<br> the risk that controls may become inadequate because of changes in conditions, or that<br> the degree of compliance with the policies or procedures may deteriorate.
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EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures [(as defined in Rules 13a-15(d) and 15d -15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)] as of the end of the period covered by this Annual Report on Form 20-F. Based on such evaluation, they have concluded that as of such date, our disclosure controls and procedures are effective and designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms.

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING. Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and Rule 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of our financial statements for external purposes in accordance with generally accepted accounting principles. Our Chief Executive Officer and Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as of December 31, 2020. In making this assessment, they used the criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2020, our internal control over financial reporting is effective based on those criteria. Notwithstanding the foregoing, all internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective may not prevent or detect misstatements and can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the rules of the SEC that permit the Company to provide only management’s report in this Annual Report.

c)	CHANGES<br> IN INTERNAL CONTROLS. There were no changes in our internal controls or in other factors<br> that could affect these controls subsequent to the date of evaluation by our Chief Executive<br> Officer and Chief Financial Officer

[Exhibit31.1* – Attached herewith]

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ITEM 16. AUDIT COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES.

16.A.Audit Committee Financial Expert

The financial experience of Neil Spellman (Chairman of the Audit Committee), including his experience as a member of the audit committee of another public company determines that he is an audit committee financial expert within the meaning of the U.S. Sarbanes-Oxley Act of 2002. (See Item 6.C.3. in this Annual Report for further details on the Audit Committee.)

16.B.Code of Ethics

On May 31, 2004, the Company’s Board of Directors adopted a Code of Ethics (the “Code”) for the Company’s Chief Executive Officer and Chief Financial Officer and its principal accounting officer or controller, or persons performing similar function (the “Senior Financial Officers”) to deter wrongdoing and promote honest and ethical conduct in the practice of financial management, full, fair, accurate, timely and understandable disclosure; and compliance with all applicable laws and regulations. These Senior Financial Officers are expected to abide by this Code as well as by all of the Company’s other applicable business policies, standards and guidelines. (Exhibit 14.1 –Incorporated by reference).

The Code of Ethics can be accessed electronically at http://www.37capitalinc.com.

Item16.C. Auditor’s Fees & Services

(a)	Audit<br> Fees: The aggregate fees billed for each of the last three fiscal years by the Company’s<br> Auditors were (2020: $17,000) (2019: $17,000) and (2018: $11,500).
(b)	Audit<br> Related Fees were (2020: $Nil) (2019: $Nil) and (2018: $Nil).
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(c)	Tax<br> Fees: Tax fees were (2020: $1,000) (2019: $1,000) and (2018: $ 1,000).
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(d)	All<br> other Fees were (2020: $Nil) (2019: $Nil) and (2018: $Nil).
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Further details with respect to the Audit Committee’s Charter is included in the Company’s Management Information Circular dated November 18, 2019 (see Exhibit 13.3 – Incorporated by reference) and Management Information Circular dated November 20, 2020 (see Exhibit 13.4*-Attached).

The Audit Committee’s pre-approval policies and procedures: The Audit Committee has adopted procedures to pre-approve audit services and all non-audit related services to be rendered by the Company’s external auditors. The Chairman of the Audit Committee has been delegated authority to pre-approve audit services up to a maximum cost of $30,000 and individual assignments up to a maximum cost of $5,000. All other assignments must be pre-approved by the Audit Committee. All amounts which exceed the authorized amounts require further approval from the Audit Committee.

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ITEM 17. FINANCIAL STATEMENTS

The Company’s Audited Consolidated Financial Statements for the year ended December 31, 2020 and 2019, together with the report of the auditors, Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, are filed as part of this Annual Report. The Company’s consolidated financial statements are stated in Canadian dollars (Cdn $).

A) Index to Financial Statements	Page
i) Financial Statements	****
Report of Independent Registered Public Accounting Firm to the Shareholders	52
Consolidated Balance Sheets as at December 31, 2020 and 2019	53
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2020, 2019 and<br> 2018	54
Consolidated Statements of Changes in Stockholders’ Deficiency for the years ended December<br> 31, 2020, 2019 and 2018	55
Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018	56
Notes to the Consolidated Financial Statements	57 - 72
ii) Management’s Discussion & Analysis for the year ended December 31, 2020	73 - 85

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ITEM18. FINANCIAL STATEMENTS

The Company's consolidated financial statements which are required to be filed hereunder are listed in Item 17 and are specifically incorporated herein by this reference. The Company's consolidated financial statements are stated in Canadian dollars (Cdn $) and are prepared in accordance with the International Financial Reporting Standards as issued By the International Accounting Standards Board.

ITEM 19. LIST OF EXHIBITS

3.1	Certificate<br> of Incorporation and Memorandum and Articles (Incorporated by reference – Previously filed on Registration Statement<br> on Form 20-F, May 1988)
3.2	New<br> Articles (Incorporated by reference) –Static Copy of British Columbia Business Corporations Act (BCBCA). Previously<br> filed on Form 20-F 2004 (SEC Accession No. 0000945234-05-000483) http://www.sec.gov/Archives/edgar/data/825171/000094523405000483/o17223exv3w2.htm
3	Amendment<br> to the Articles for the implementation of Advance Notice Provisions. SECAccessionNo.0001607062-15-000191 http://www.sec.gov/Archives/edgar/data/825171/000160706215000191/ex3.htm
3.4	Certificate<br> of Name Change to Kokomo Enterprises Inc. SEC Accession No. 0001137171-09-000478 http://www.sec.gov/Archives/edgar/data/825171/000113717109000478/ex0304.htm
3.5	Certificate<br> of Name Change to High 5 Ventures Inc. SECAccessionNo.0001137171-13-000179 http://www.sec.gov/Archives/edgar/data/825171/000113717113000179/cert.htm
3.6	Certificate<br> of Name Change to 37 Capital Inc. http://www.sec.gov/Archives/edgar/data/825171/000160706215000191/ex3_6.htm
10.1	2003<br> Stock Option Plan (Incorporated by reference previously filed on Form 20-F/A, June 2003) http://www.sec.gov/Archives/edgar/data/825171/000113717103000199/form20f2002bcl.htm
10.4	Management<br> Services Agreement, (Incorporated by reference - previously filed on Form 20-F, 2001 as amended on August 14, 2003 and July<br> 1, 2005) http://www.sec.gov/Archives/edgar/data/825171/999999999702037711/9999999997-02-037711.txt
10.4.1	Addendum<br> to the Management Services Agreement dated July 31, 2005 – Previously filed on Form 20F 2005)(US Sec Accession No. 0001137171-06-001515)<br> http://www.sec.gov/Archives/edgar/data/825171/000113717106001515/ex1041.htm
10.4.2	Addendum<br> to the Management Services Agreement dated November 1, 2010. SEC Accession No. 0001137171-11-000333 http://www.sec.gov/Archives/edgar/data/825171/000113717111000333/ex1042.htm
10.4.3	Addendum<br> to the Management Services Agreement dated February 16, 2012. SEC Accession No. 0001137171-12-000177 http://www.sec.gov/Archives/edgar/data/825171/000113717112000177/ex10_43.htm
10.4.4	Addendum<br> to the Management Services Agreement dated March 28, 2012. SEC Accession No. 0001137171-12-000177 http://www.sec.gov/Archives/edgar/data/825171/000113717112000177/ex10_44.htm
10.4.5	Addendum<br> to the Management Services Agreement dated September 14, 2012. SECAccessionNo.0001137171-13-000179 http://www.sec.gov/Archives/edgar/data/825171/000113717113000179/managmentagreement.htm
10.4.6	Addendum<br> to the Management Services Agreement dated July 17, 2014. SECAccessionNo.0001607062-14-000048 http://www.sec.gov/Archives/edgar/data/825171/000160706214000048/hhh73114adden.htm
10.5	Property<br> Option Agreement – Previously filed on Form 20-F 2003. (SEC Accession No. 0001137171-04-000850) http://www.sec.gov/Archives/edgar/data/825171/000113717104000850/option.htm
10.5.1	Amendment<br> to the Property Option Agreement dated September 12, 2006 – (SEC Accession No.0001137171-07-000906) http://www.sec.gov/Archives/edgar/data/825171/000113717107000906/ex1005a.htm
10.5.2	Amendment<br> to the Property Option Agreement dated April 17, 2007 – (SEC Accession No. 0001137171-07-000906) http://www.sec.gov/Archives/edgar/data/825171/000113717107000906/ex1005b.htm
10.7	2004<br> Stock Option Plan - Previously filed on Form 20-F 2003. (SEC Accession No. 0001137171-04-000850)http://www.sec.gov/Archives/edgar/data/825171/000113717104000850/ex93.htm<br> http://www.sec.gov/Archives/edgar/data/825171/000113717104000850/debtsettlement2.htm
10.9.1	Debt<br> Settlement Agreements dated July 12, 2007 – (SEC Accession No. 0001137171-08-000659) http://www.sec.gov/Archives/edgar/data/825171/000113717108000659/ex100901.htm
10.11	Property<br> Option Agreement with Colt Capital Corp. dated September 8, 2006 – (SEC Accession No. 0001137171-07-000906) http://www.sec.gov/Archives/edgar/data/825171/000113717107000906/ex1011.htm
10.11.1	First<br> Amendment dated September 22, 2006 to the Property Option Agreement(SEC Accession No. 0001137171-07-000906)http://www.sec.gov/Archives/edgar/data/825171/000113717107000906/ex1011a.htm
10.11.2	Second<br> Amendment dated October 31, 2006 to the Property Option Agreement(SEC Accession No. 0001137171-07-000906) http://www.sec.gov/Archives/edgar/data/825171/000113717107000906/ex1011b.htm
10.11.3	Option<br> Agreement with Colt Resources Inc. dated January 21, 2008 – (SEC Accession No. 0001137171-08-000659) http://www.sec.gov/Archives/edgar/data/825171/000113717108000659/ex101103.htm
10.11.4	Amending<br> Agreement dated March 30, 2016 with Colt Resources Inc. – (SECAccessionNo.0001607062-16-000823) https://www.sec.gov/Archives/edgar/data/825171/000160706216000823/ex10_114.htm
10.11.5	Property<br> Purchase Agreement with Colt Resources Inc. dated October 31, 2019, as amended on November 29, 2019 - SEC Accession No. 0001607062-20-000146<br> https://www.sec.gov/Archives/edgar/data/825171/000160706220000146/ex10_1115.htm
10.12	Property<br> Purchase Agreement with James Bay Midarctic Developments Inc. dated July 31, 2008 –(SEC Accession No. 0001137171-09-000478)<br> http://www.sec.gov/Archives/edgar/data/825171/000113717109000478/ex1012.htm
10.13	Purchase<br> and Sale Agreement with Grand Odyssey Casino, S.A. De C.V. dated April 8, 2013. SECAccessionNo.0001607062-14-000003 http://www.sec.gov/Archives/edgar/data/825171/000160706214000003/hhhef123113form20fex10_13.htm
10.14	2013<br> Convertible Debenture Financing SECAccessionNo.0001607062-14-000003 http://www.sec.gov/Archives/edgar/data/825171/000160706214000003/hhhef123113form20fex10_14.htm
10.15	2015<br> Convertible Debenture Financing http://www.sec.gov/Archives/edgar/data/825171/000160706215000191/ex10_15.htm
10.16	Consulting<br> Agreement entered into with 27 Red Capital Inc. https://www.sec.gov/Archives/edgar/data/825171/000160706218000160/ex10_16.htm
10.17	Consulting<br> Agreement entered into with 4 Touchdowns Capital Inc. https://www.sec.gov/Archives/edgar/data/825171/000160706218000160/ex10_17.htm
10.18	Debt<br> settlement agreements entered into with Jackpot Digital Inc. and Kalpakian Bros. of BC Ltd. https://www.sec.gov/Archives/edgar/data/825171/000160706218000160/ex10_18a.htm<br> https://www.sec.gov/Archives/edgar/data/825171/000160706218000160/ex10_18b.htm
10.19	Property<br> Option Agreement with Eagle Plains Resources Inc. dated September 30, 2019 SEC Accession No. 0001607062-20-000146 https://www.sec.gov/Archives/edgar/data/825171/000160706220000146/ex10_19.htm
10.19.1*	Amendment to the Property Option Agreement with Eagle Plains Resources Inc. dated October 15, 2020
10.20*	Debt Settlement Agreements dated December 11, 2020 with various Creditors.
11.1*	Statement explaining in reasonable detail how earnings/loss per share is calculated
12	Notice<br> of Annual General and Special Meeting 2015 and Management Proxy Materials. http://www.sec.gov/Archives/edgar/data/825171/000160706215000199/ex20_1.htm
13	Notice<br> of Annual General Meeting 2016 and Management Proxy Materials. https://www.sec.gov/Archives/edgar/data/825171/000160706217000193/ex13.htm
13.1	Notice<br> of Annual General Meeting 2017 and Management Proxy Materials. https://www.sec.gov/Archives/edgar/data/825171/000160706218000160/ex13_1.htm
13.2	Notice<br> of Annual General Meeting 2018 and Management Proxy Materials https://www.sec.gov/Archives/edgar/data/825171/000160706218000375/ex99_2.htm
13.3	Notice<br> of Annual General Meeting 2019 and Management Proxy Materials https://www.sec.gov/Archives/edgar/data/825171/000160706219000400/ex99_2.htm
13.4*	Notice of Annual General Meeting 2020 and Management Proxy Materials
14	Notice<br> of Annual General Meeting 2014 and Management Proxy Materials. https://www.sec.gov/Archives/edgar/data/825171/000160706214000089/jjj082914exh99_3.htm
14.1	Code<br> of Ethics - Previously filed on Form 20-F 2003. (SEC Accession No.0001137171-04-000850)http://www.sec.gov/Archives/edgar/data/825171/000113717104000850/ex96.htm
15	Notice<br> of Annual General Meeting 2013 and Management Proxy Materials. SECAccessionNo.0001607062-14-000003 http://www.sec.gov/Archives/edgar/data/825171/000160706214000003/hhhef123113form20fex15.htm
16	Notice<br> of Annual General Meeting 2012 and Management Proxy Materials. (SEC Accession No. 0001137171-12-000249) http://www.sec.gov/Archives/edgar/data/825171/000113717112000249/infocircular.htm
17	Notice<br> of Annual General Meeting 2011 and Management Proxy Materials. (SEC Accession No. 0001137171-11-000333) http://www.sec.gov/Archives/edgar/data/825171/000113717111000333/ex17.htm
18	Notice<br> of Annual General Meeting, 2010 and Management Proxy Materials (Incorporated by reference- SEC Accession No. 0001137171-10-000418)
19	Notice<br> of Annual General Meeting, 2009 and Management Proxy Materials (Incorporated by reference – previously filed on Form<br> 6K for the month of May, 2009 (SEC Accession No. 0001137171-09-000424) http://www.sec.gov/Archives/edgar/data/825171/000113717109000424/ex992.htm
20	Notice<br> of Annual General Meeting, 2008 and Management Proxy Materials (Incorporated by reference – previously filed on Form<br> 6K June 16, 2008 (SEC Accession No. 0001137171-08-000573) http://www.sec.gov/Archives/edgar/data/825171/000113717108000573/ex992.htm
20.1	Notice<br> of Annual General Meeting, 2007 and Management Proxy Materials (Incorporated by reference – previously filed on Form<br> 6K May 31, 2007 (Accession Number 0001137171-07-000842) http://www.sec.gov/Archives/edgar/data/825171/000113717107000842/0001137171-07-000842-index.htm
20.4	Notice<br> of Special General Meeting, 2005 and Management Proxy Materials (Incorporated by reference - previously filed on Form 6-K<br> December 3, 2004) http://www.sec.gov/Archives/edgar/data/825171/000113717104001556/ex2.htm
*<br> Filed Herewith (Attached)
		Page
---	---	---
31.1*	Sarbanes Oxley Act Section 302, Certified by Jacob H. Kalpakian, President & C.E.O. (Attached)	90
32.2*	Sarbanes Oxley Act Section 906, Certified by Neil Spellman, C.F.O. (Attached)	92
99. *	Financial Exhibits: – (unaudited)
99.1*	Schedules I - Marketable Securities - Other Investments	86
99.2*	Schedules II - Amounts Receivable from Related Parties and Underwriters, Promoters and Employees other than Related Parties	87
99.3*	Schedules III & IV - Property, Plant and Equipment and Accumulated Depreciation, Depletion and Amortization of Property, Plant and Equipment	88
* Filed Herewith

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37CAPITAL INC.

AuditedFinancial Statements

December 31,2020 and 2019

(Expressedin Canadian Dollars)

Report<br> of Independent Registered Public Accounting Firm	52
Financial<br> Statements
Balance<br> Sheets	53
Statements<br> of Comprehensive Loss	54
Statements<br> of Changes in Stockholders’ Deficiency	55
Statements<br> of Cash Flows	56
Notes<br> to Financial Statements	57<br> - 72

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| --- |

Reportof Independent Registered Public Accounting Firm

To the shareholders and the board of directors of -37 Capital Inc.

Opinionon the Financial Statements

We have audited the accompanying balance sheets of 37 Capital Inc. (the "Company") as of December 31, 2020 and 2019, the statements of comprehensive loss, changes in stockholders’ deficiency and cash flows, for the years ended December 31, 2020, 2019 and 2018, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as December 31, 2020 and 2019, and its financial performance and its cash flows for the years ended December 31, 2020, 2019 and 2018, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

GoingConcern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has not generated revenues since inception, has incurred losses in developing its business, and further losses are anticipated. The Company requires additional funds to meet its obligations and the costs of its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basisfor Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting in accordance with the standards of the PCAOB. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion in accordance with the standards of the PCAOB.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

CriticalAudit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matter	How the Matter was Addressed in the Audit
Assessment of Mineral property interests for potential impairment indicators<br><br> <br><br><br> <br>As<br> described in Note 4 to the financial statements, management reviews and evaluates the net carrying value of mineral property<br> interests for impairment upon the occurrence of events or changes in circumstances that indicate that the related carrying<br> amounts may not be recoverable. If deemed necessary based on this review and evaluation, management performs a test for<br> impairment.<br><br> <br><br><br> <br>In<br> its review and evaluation, management determined that there were no indicators that the carrying amount of mineral property<br> interests, which has a carrying value of $40,001 as of December 31, 2020, may not be recoverable.<br><br> <br>We<br> identified the assessment of unproved mineral properties for potential impairment indicators as a critical audit matter<br> due to the materiality of the balance, the high degree of auditor judgment and an increased level of effort when performing<br> audit procedures to evaluate the reasonableness of management’s assumptions in determining whether indicators of<br> impairment are present.	The<br> primary procedures we performed to address this critical audit matter included:<br><br> <br><br><br> <br>•<br> Evaluation of the Company’s identification of significant events or changes in circumstances.<br><br> <br><br><br> <br>•<br> Discussion with management of future business plans for the mineral property interests.<br><br> <br><br><br> <br>•<br> Ensuring key assumptions were consistent with evidence obtained in other areas of the audit.

Critical Audit Matter

How the Matter was Addressed in the Audit

Assessment of Mineral property interests for potential impairment indicators As described in Note 4 to the financial statements, management reviews and evaluates the net carrying value of mineral property interests for impairment upon the occurrence of events or changes in circumstances that indicate that the related carrying amounts may not be recoverable. If deemed necessary based on this review and evaluation, management performs a test for impairment. In its review and evaluation, management determined that there were no indicators that the carrying amount of mineral property interests, which has a carrying value of $40,001 as of December 31, 2020, may not be recoverable. We identified the assessment of unproved mineral properties for potential impairment indicators as a critical audit matter due to the materiality of the balance, the high degree of auditor judgment and an increased level of effort when performing audit procedures to evaluate the reasonableness of management’s assumptions in determining whether indicators of impairment are present.

The primary procedures we performed to address this critical audit matter included: • Evaluation of the Company’s identification of significant events or changes in circumstances. • Discussion with management of future business plans for the mineral property interests. • Ensuring key assumptions were consistent with evidence obtained in other areas of the audit.

/s/DMCL

DALE MATHESON CARR-HILTON LABONTE LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

We have served as the Company’s auditor since 2016

Vancouver, Canada

April 30, 2021

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37CAPITAL INC.

BalanceSheets

December31,

(Expressedin Canadian Dollars)

As at	2020			2019
Assets
Current
Cash	$	9		$	38
GST receivable		562			640
		571			678
Mineral Property Interests (note 5)		40,001			32,501
Investment		1			1
Total Assets	$	40,573		$	33,180
Liabilities and Stockholders’ Deficiency
Current
Accounts payable and accrued liabilities (note 6)	$	255,184		$	204,761
Due to related parties (note 7)		308,936			291,087
Refundable subscription (note 8)		30,000			10,000
Loan payable (note 9)		103,924			103,924
Convertible debentures (note 10)		639,191			594,191
Total Liabilities		1,337,235			1,203,963
Stockholders’ Deficiency
Capital stock (note 11)		25,864,950			25,857,450
Equity portion of convertible debentures (note 10)		33,706			33,706
Deficit		(27,195,318	)		(27,061,939	)
Total Stockholders’ Deficiency		(1,296,662	)		(1,170,783	)
Total Liabilities and Stockholders’ Deficiency	$	40,573		$	33,180

Going Concern (note 2)

Commitments (note 14)

Subsequent events (Note 17)

Theaccompanying notes form an integral part of these financial statements.

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37CAPITAL INC.

Statementsof Comprehensive Loss

YearsEnded December 31,

(Expressedin Canadian Dollars)

	2020			2019			2018
Expenses
Office (note 7)	$	27,847		$	44,058		$	63,515
Finance and interest (notes 7 and 10)		54,618			55,265			54,339
Legal, accounting and audit		31,702			27,204			18,090
Rent (note 7)		12,000			12,000			17,600
Regulatory and transfer fees		3,340			4,596			5,440
Consulting		—			879			509
Shareholder communication		3,872			3,135			1,363
		(133,379	)		(147,137	)		(160,856	)
Net and comprehensive Loss	$	(133,379	)	$	(147,137	)	$	(160,856	)
Basic and Diluted Loss per Common Share	$	(0.02	)	$	(0.02	)	$	(0.02	)
Weighted Average Number of Common Shares Outstanding		7,137,857			7,116,819			6,889,421

Theaccompanying notes are an integral part of these financial statements.

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37CAPITAL INC.

Statementsof Changes in Stockholders’ Deficiency

(Expressedin Canadian Dollars)

	Capital Stock
	Common Shares		Amount		Equity Portion of Convertible Debentures Reserve		Deficit			Total Stockholders’ Deficiency
Balance,<br> December 31, 2018	7,092,709	$	25,849,950	$	33,706	$	(26,914,802	)	$	(1,031,146	)
Net<br> loss for the year	—		—		—		(147,137	)		(147,137	)
Shares issued for mineral property interest	100,000		7,500		—		—			7,500
Balance,<br> December 31, 2019	7,192,709		25,857,450		33,706		(27,061,939	)		(1,170,783	)
Net<br> loss for the year	—		—		—		(133,379	)		(133,379	)
Shares issued for mineral property interest	100,000		7,500		—		—			7,500
Balance, December 31, 2020	7,292,709	$	25,864,950	$	33,706	$	(27,195,318	)	$	(1,296,662	)

Theaccompanying notes are an integral part of these financial statements.

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37CAPITAL INC.

Statementsof Cash Flows

YearsEnded December 31,

(Expressedin Canadian Dollars)

	2020			2019			2018
Operating<br> Activities
Net<br> loss	$	(133,379	)	$	(147,137	)	$	(160,856	)
Items<br> not involving cash:
Interest<br> expense on convertible debentures		45,000			45,000			45,000
		(88,379	)		(102,137	)		(115,856	)
Changes<br> in non-cash working capital (note 12)		88,350			125,130			37,510
Cash<br> provided by (used in) operating activities		(29	)		22,993			(78,346	)
Investing<br> Activities
Purchase<br> of mineral property interest		—			(25,000	)		—
Cash<br> used in investing activities		—			(25,000	)		—
Financing<br> Activities
Warrants<br> exercised		—			—			79,500
Cash<br> provided by financing activities		—			—			79,500
Net<br> increase (decrease) in cash		(29	)		(2,007	)		1,154
Cash,<br> beginning		38			2,045			891
Cash,<br> ending	$	9		$	38		$	2,045

Supplemental information (note 12)

Theaccompanying notes are an integral part of these financial statements.

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Financial Statements | | Years Ended December 31, 2020 and 2019 | | (Expressed in Canadian Dollars) |

1.NATURE OF BUSINESS

37 Capital Inc. (“37 Capital” or the “Company”) was incorporated on August 24, 1984 in British Columbia, Canada. The principal business of the Company is the acquisition and exploration of exploration and evaluation assets.

The shares of the Company trade on the Canadian Securities Exchange (the “Exchange”) under the symbol “JJJ.X”, and trade on the OTC Pink tier of the OTC markets in the United States of America under the symbol “HHHEF”. The Company’s office is located at 400 – 570 Granville Street, Vancouver, British Columbia, Canada, V6C 3P1 and its registered office is located at 3200-650 West Georgia Street, Vancouver BC V6B 4P7.

On March 2020, the World Health Organization declared a global pandemic related to the coronavirus known as COVID-19. The expected impacts on global commerce are anticipated to be far reaching. To date there have been significant wide-spread adverse financial impact globally, and the movement of people and goods has become restricted. As the Company has no material operating income or cash flows, it is reliant on additional financing to fund ongoing operations. An extended disruption may affect the Company’s ability to obtain additional financing. As such, the Company may not be able to raise the required funds and may not be able to conduct exploration works on its mineral property interests in a timely manner. The impact on the economy and the Company is not yet determinable; however, the Company’s financial position, results of operations and cash flows in future periods may be materially affected. In particular, there may be heightened risk of asset impairment and liquidity thus creating further going concern uncertainty.

2.GOING CONCERN

These financial statements have been prepared on the basis of accounting principles applicable to a "going concern", which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations.

Several adverse conditions cast substantial doubt on the validity of this assumption. The Company has incurred significant losses over the past three fiscal years. As of December 31, 2020, the Company has an accumulated deficit of $27,195,318 a working capital deficiency of $1,336,664 and is in default of its convertible debentures. As the Company has limited resources and no sources of operating cash flow, there can be no assurances whatsoever that sufficient funding will be available for the Company to continue operations for an extended period of time.

The application of the going concern concept is dependent upon the Company’s ability to raise sufficient funding to pay creditors and to satisfy its liabilities as they become due. Management is actively engaged in the review and due diligence on opportunities of merit and is seeking to raise the necessary capital to meet its funding requirements. There can be no assurance whatsoever that management’s plan will be successful.

If the going concern assumption were not appropriate for these financial statements then adjustments may be necessary in the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used. Such adjustments could be material.

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Financial Statements | | Years Ended December 31, 2020 and 2019 | | (Expressed in Canadian Dollars) |

3.BASIS OF PRESENTATION

(a)	Statement<br> of compliance

These financial statements are prepared in accordance with the International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretation Committee (“IFRIC”).

(b)	Basis<br> of presentation

These financial statements have been prepared on a historical cost basis, except for certain financial instruments which are measured at fair value.

In addition, these financial statements have been prepared on the accrual basis, except for cash flow information. These financial statements are presented in Canadian dollars, which is the Company’s functional currency.

(c)	Approval<br> of the financial statements

These financial statements were approved and authorized for issue by the Board of Directors on April 30, 2021.

(d)	Reclassification

Certain prior period amounts in these financial statements have been reclassified to conform to current period’s presentation. These reclassifications had no net effect on the results of operations or financial position for any period presented.

(e)	Use<br> of estimates and judgments

The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Accounting estimates will, by definition, seldom equal the actual results. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

The key area of judgment applied in the preparation of the financial statements that could result in a material adjustment to the carrying amounts of assets and liabilities is as follows:

•	assessment<br> of the Company’s ability to continue as a going concern and whether there are events or conditions that give rise to<br> significant uncertainty;

•	classification/allocation<br> of expenses as exploration and evaluation expenditures or operating expenses; and
•	determination<br> whether there have been any events or changes in circumstances that indicate the impairment of its exploration and evaluations<br> assets.
---	---

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Financial Statements | | Years Ended December 31, 2020 and 2019 | | (Expressed in Canadian Dollars) |

**3.BASIS OF PRESENTATION (**Continued)

The key estimates applied in the preparation of the financial statements that could result in a material adjustment to the carrying amounts of assets and liabilities are as follows:

•	The<br> recoverability of the carrying value of exploration and evaluation assets;
•	The<br> provision for income taxes and recognition of deferred income tax assets and liabilities; and
---	---
•	The<br> inputs in determining the liability and equity components of the convertible debentures.
---	---

4.SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies of the Company include the following:

(a)	Financial<br> instruments
(i)	Recognition<br> and classification
---	---

The Company classifies its financial instruments in the following categories:

•	At<br> fair value through profit and loss (“FVTPL”): cash
•	At<br> fair value through other comprehensive income (loss) (“FVTOCI”)
---	---
•	Amortized<br> cost: accounts payable and accrued liabilities, due to related parties, refundable subscription, loan payable and convertible<br> debentures
---	---

The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

(ii)	Measurement

Financial assets and liabilities at amortized cost

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

Financial assets and liabilities at FVTPL

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statements of comprehensive loss in the period in which they arise.

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Financial Statements | | Years Ended December 31, 2020 and 2019 | | (Expressed in Canadian Dollars) |

**4.SIGNIFICANT ACCOUNTING POLICIES (**Continued)

Debt investments at FVTOCI

These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognised in profit or loss. Other net gains and losses are recognised in other comprehensive loss (“OCI”). On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.

Equity investments at FVTOCI

These assets are subsequently measured at fair value. Dividends are recognised as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and are never reclassified to profit or loss.

(iii)	Impairment<br> of financial assets at amortized cost

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the statements of comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

(iv)	Derecognition

Financial assets

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity.

Financial liabilities

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and / or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

Gains and losses on derecognition are generally recognized in profit or loss.

(b)	Mineral<br> property interests

Costs directly related to the acquisition, exploration and evaluation of resource properties are capitalized once the legal rights to explore the resource properties are acquired.

If it is determined that capitalized acquisition, exploration and evaluation costs are not recoverable, or the property is abandoned or management has determined impairment in value, the property is written down to its recoverable amount.

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Financial Statements | | Years Ended December 31, 2020 and 2019 | | (Expressed in Canadian Dollars) |

**4.SIGNIFICANT ACCOUNTING POLICIES (**Continued)

From time to time, the Company acquires or disposes of properties pursuant to the terms of option agreements. Options are exercisable entirely at the discretion of the optionee, and accordingly, are recorded as mineral property costs or recoveries when the payments are made or received. After costs are recovered, the balance of the payments received is recorded as a gain on option or disposition of mineral property.

Once the technical feasibility and commercial viability of the extraction of mineral resources are demonstrable, mineral property interests attributable to that area of interest are first tested for impairment and then reclassified to mining property and development assets within property and equipment. To date, none of the Company’s mineral property interests has demonstrated technical feasibility and commercial viability. The recoverability of the carrying amount of any mineral property interests is dependent on successful development and commercial exploitation or, alternatively, sale of the respective areas of interest.

(c)	Impairment

At the end of each reporting period, the Company’s assets are reviewed to determine whether there is any indication that those assets may be impaired. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment. The recoverable amount is the higher of fair value less costs to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in profit or loss for the period. For an asset that does not generate largely independent cash flows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

When an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

(d)	Decommissioning<br> liabilities

An obligation to incur decommissioning and site rehabilitation costs occurs when environmental disturbance is caused by exploration, evaluation, development or ongoing production.

Decommissioning and site rehabilitation costs arising from the installation of plant and other site preparation work, discounted to their net present value, are provided when the obligation to incur such costs arises and are capitalized into the cost of the related asset. These costs are charged against operations through depreciation of the asset and unwinding of the discount on the provision.

Depreciation is included in operating costs while the unwinding of the discount is included as a financing cost. Changes in the measurement of a liability relating to the decommissioning or site rehabilitation of plant and other site preparation work are added to, or deducted from, the cost of the related asset. The costs for the restoration of site damage, which arises during production, are provided at their net present values and charged against operations as extraction progresses.

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Financial Statements | | Years Ended December 31, 2020 and 2019 | | (Expressed in Canadian Dollars) |

**4.SIGNIFICANT ACCOUNTING POLICIES (**Continued)

Changes in the measurement of a liability, which arise during production, are charged against operating profit. The discount rate used to measure the net present value of the obligations is the pre-tax rate that reflects the current market assessment of the time value of money and the risks specific to the obligation. To date the Company does not have any decommissioning liabilities.

(e)	Income<br> taxes

Income tax expense consisting of current and deferred tax expense is recognized to profit or loss. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period-end, adjusted for amendments to tax payable with regard to previous years.

Deferred tax assets and liabilities and the related deferred income tax expense or recovery are recognized for deferred tax consequences attributable to differences between the carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment occurs.

A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

(f)	Share-based<br> payments

The Company grants stock options to directors, officers, employees and consultants of the Company. The fair value of share-based payments to employees is measured at grant date, using the Black-Scholes Option Pricing Model, and is recognized over the vesting period using the graded method. Fair value of share-based payments for non-employees is recognized and measured at the date the goods or services are received based on the fair value of the goods or services received. If it is determined that the fair value of goods and services received cannot be reliably measured, the share-based payment is measured at the fair value of the equity instruments issued using the Black-Scholes Option Pricing Model.

For both employees and non-employees, the fair value of share-based payments is recognized as either an expense or as mineral property interests with a corresponding increase in option reserves. The amount to be recognized as expense is adjusted to reflect the number of share options expected to vest. Consideration received on the exercise of stock options is recorded in capital stock and the related share-based payment is transferred from the stock option reserve to capital stock. For unexercised options that expire, the recorded value is transferred to deficit.

(g)	Convertible<br> debentures

The liability component of convertible debentures is recognized initially at the fair value of a similar liability that does not have a conversion option. The equity component is recognized initially, as the difference between the fair value of the convertible debenture as a whole and the fair value of the liability component. Transaction costs are allocated to

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Financial Statements | | Years Ended December 31, 2020 and 2019 | | (Expressed in Canadian Dollars) |

**4.SIGNIFICANT ACCOUNTING POLICIES (**Continued)

the liability and equity components in proportion to their initial carrying amounts. Subsequent to initial recognition, the liability component of the convertible debenture is measured at amortized cost using the effective interest method. The equity component is not re-measured subsequent to initial recognition.

(h)	Loss<br> per share

Loss per share is calculated by dividing net loss attributable to common shares of the Company by the weighted average number of common shares outstanding during the year. The Company uses the treasury stock method for calculating diluted loss per share. Under this method, the dilutive effect on earnings per share is calculated on the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments. It assumes that the proceeds of such exercise would be used to purchase common shares at the average market price during the period. However, the calculation of diluted loss per share excludes the effects of various conversions and exercise of options and warrants that would be anti-dilutive.

(i)	Capital<br> stock

Proceeds from the exercise of stock options and warrants are recorded as capital stock. The proceeds from the issuance of units of the Company are allocated between common shares and warrants based on the residual value method. Under this method, the proceeds are allocated first to capital stock based on the fair value of the common shares at the time the units are issued and any residual value is allocated to the warrants. When the warrants are exercised, the related value is transferred from the warrant reserve to capital stock. For unexercised warrants that expire, the recorded value is transferred from the warrant reserves to deficit.

(j)	Foreign<br> currency translation

Amounts recorded in foreign currency are translated into Canadian dollars as follows:

(i)	Monetary<br> assets and liabilities, at the rate of exchange in effect as at the balance sheet date;
(ii)	Non-monetary<br> assets and liabilities, at the exchange rates prevailing at the time of the acquisition of the assets or assumption of the<br> liabilities; and
---	---
(iii)	Revenues<br> and expenses (excluding amortization, which is translated at the same rate as the related asset), at the rate of exchange<br> on the transaction date.
---	---

Exchange differences are recognized in profit or loss in the period which they arise.

(k)	Accounting<br> standards issued but not yet effective

At the date of the approval of the financial statements, a number of standards and interpretations were issued but not effective. The Company considers that these new standards and interpretations are either not applicable or are not expected to have a significant impact on the Company’s financial statements.

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Financial Statements | | Years Ended December 31, 2020 and 2019 | | (Expressed in Canadian Dollars) |

5.MINERAL PROPERTY INTERESTS

	Acacia Property		Extra High Property		Total
Balance, December 31, 2018	$	—	$	1	$	1
Acquisition costs		7,500		25,000		32,500
Balance, December 31, 2019	$	7,500	$	25,001	$	32,501
Acquisition costs		7,500		—		7,500
Balance, December 31, 2020	$	15,000	$	25,001	$	40,001

AcaciaProperty

On September 30, 2019, the Company entered into a property option agreement (the “Option Agreement”) with Eagle Plains Resources ltd. (“Eagle Plains”) to acquire a 60% interest in the Acacia Property (“Acacia Property”) in Adams Plateau Area of the Province of British Columbia. The following is required to exercise the option:

•	Issuance<br> of 100,000 common shares (issued) to Eagle Plains upon receipt of the current Acacia Property NI 43-101 Technical Report;
•	Incur<br> of a total of $100,000 in property related expenditures on or before the first anniversary of the Option Agreement;
---	---
•	Issuance<br> of 50,000 common shares to Eagle Plains and incur a total of $100,000 in property related expenditures on or before the second<br> anniversary of the Option Agreement;
---	---
•	Issuance<br> of 50,000 common shares to Eagle Plains and incur a total of $300,000 in property related expenditures on or before the third<br> anniversary of the Option Agreement;
---	---
•	Issuance<br> of 50,000 common shares to Eagle Plains and incur a total of $750,000 in property related expenditures on or before the fourth<br> anniversary of the Option Agreement; and
---	---
•	Issuance<br> of 50,000 common shares to Eagle Plains and incur a total of $1,250,000 in property related expenditures on or before the<br> fifth anniversary of the Option Agreement.
---	---

Within a period of 30 days after each annual anniversary of the Option Agreement, the Company shall decide whether or not it wishes to continue with the agreement.

On October 15, 2020, the Company entered into an amendment on the Option Agreement with Eagle Plains as the Company was not able to incur the required amount of $100,000 in property related expenditure during the 1^st^ Anniversary. The following are the amendments which required to exercise the option:

•	Issuance<br> of 100,000 common shares (issued) to Eagle Plans.
•	Commitment<br> to incur $200,000 in property related expenditures during the 2nd period of the agreement.
---	---

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Financial Statements | | Years Ended December 31, 2020 and 2019 | | (Expressed in Canadian Dollars) |

5.MINERAL PROPERTY INTERESTS (Continued)

ExtraHigh Property

Previously the Company held a 33% interest in the Extra High Claims, located in the Kamloops Mining Division of the Province of British Columbia (“Extra High Property”).

On October 31, 2019, as amended on November 4, 2019, the Company entered into an agreement with Colt Resources Inc. (“Colt Resources”) to purchase the remaining 67% right, interest and title in and to the Extra High Property. The following is required to complete the purchase:

•	a<br> cash consideration of $100,000 of which $25,000 was paid on the closing date and the remaining balance of $75,000 is payable<br> after eighteen months; and
•	a<br> 0.5% NSR from commercial production which may be purchased by the Company at any time by making a payment of $500,000.
---	---

The Extra High Property claims have been renewed and are to expire on December 25, 2021. The agreement can be terminated by the Company at anytime without any monetary repercussions. As at December 31, 2020, the Company owns a 100% undivided right, interest and title in and to the Extra High Property.

The Extra High Property is subject to a 1.5% Net Smelter Royalty (“NSR”) payable to a third party, 50% of which, or 0.7%, can be purchased by the Company at any time by paying $500,000.

6.ACCOUNTS PAYABLE AND ACCRUED LIABILITES

	December 31, 2020		December 31, 2019
Trade payables	$	306,737	$	170,940
Accrued liabilities		104,091		33,821
	$	410,828	$	204,761

7.RELATED PARTY TRANSACTIONS

As at December 31, 2020 and 2019, the amounts due to related parties are unsecured, payable on demand which consist of the following:

	2020		2019
Advances from directors (interest at prime plus 1%)	$	153,291	$	160,643
Entities controlled by directors (non-interest-bearing)		155,645		130,444
	$	308,936	$	291,087

Included in convertible debentures and accrued interest is $429,589 (2019 - $399,589) owing to the Chief Executive Officer and to a former director of the Company (note 10).

During the years ended December 31, 2020, 2019 and 2018, the following amounts were charged by related parties.

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Financial Statements | | Years Ended December 31, 2020 and 2019 | | (Expressed in Canadian Dollars) |

7.RELATED PARTY TRANSACTIONS (Continued)

	2020		2019		2018
Interest<br> charged on amounts due to related parties	$	4,733	$	5,452	$	4,312
Interest<br> on convertible debentures		30,000		30,000		30,000
Rent<br> charged by entities with common directors (note 14)		12,000		12,000		17,600
Office<br> expenses charged by, and other expenses paid on behalf of the Company by a company with common directors (note 14)		12,000		28,784		38,279
	$	58,733	$	76,236	$	90,191

The Company, together with Jackpot Digital Inc. (“Jackpot”), a related company with certain common directors, have entered into an office lease agreement with an arm’s length party (Note 14).

8.REFUNDABLE SUBSCRIPTION

During the year ended December 31, 2016, the Company cancelled subscription agreements of a non-brokered private placement totalling $45,000 and the Company refunded $35,000. As of December 31, 2020, the remaining $10,000 (2019 - $10,000) is owing and is due on demand.

During the year ended December 31, 2020, the Company received $20,000 of subscription funds for 400,000 flow-through units of the Company at $0.05 per unit in respect to the Company’s announced financing for mineral exploration work expenditures located in the Province of British Columbia. Each unit shall consist of one common share and one share purchase warrant exercisable at $0.10 per share for two years. As at December 31, 2020, no securities have been issued.

9.LOAN PAYABLE

During the year ended December 31, 2016, the Company entered into an agreement with an arm’s length party whereby the party would pay certain debts owed by the Company. The loan is non-interest bearing, unsecured and due on demand. As of December 31, 2020, the balance payable is $103,924 (2019 - $103,924).

10.CONVERTIBLE DEBENTURES FINANCING

ConvertibleDebentures Financing 2015

On January 6, 2015, the Company closed a convertible debenture financing with two directors of the Company for the amount of $250,000. The convertible debentures matured on January 6, 2016, and bear interest at the rate of 12% per annum payable on a quarterly basis. The convertible debentures are convertible into common shares of the Company at a conversion price of $0.30 per share. The liability component of the convertible debentures was recognized initially at the fair value of a similar liability with no equity conversion option, which was calculated based on the application of a market interest rate of 25%. On the initial recognition of the convertible debentures, the amount of $222,006 was recorded under convertible debentures and the amount of $27,994 has been recorded under the equity portion of convertible debenture reserve.

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Financial Statements | | Years Ended December 31, 2020 and 2019 | | (Expressed in Canadian Dollars) |

10.CONVERTIBLE DEBENTURES FINANCING (Continued)

During the year ended December 31, 2020, the Company recorded interest expense of $30,000 (2019 - $30,000). As of December 31, 2020, $250,000 of the convertible debentures are outstanding and are past due plus accrued interest of $179,589 (2019 - $149,589). These convertible debentures are in default.

ConvertibleDebentures Financing 2013

During the year ended December 31, 2013, the Company issued several convertible debentures for a total amount of $975,000. The convertible debentures have a maturity date of 18 months from the date of closing, and bear interest at the rate of 15% per annum payable on a quarterly basis. The convertible debentures are convertible into common shares of the Company at a conversion price of $1.50 per share. The liability component of the convertible debenture was recognized initially at the fair value of a similar liability with no equity conversion option, which was calculated based on the application of a market interest rate of 20%. The difference between the $975,000 face value of the debentures and the fair value of the liability component was recognized in equity. On the initial recognition of the convertible debentures, the amount of $913,072 has been recorded under convertible debentures and the amount of $61,928 has been recorded under the equity portion of convertible debentures.

During the year ended December 31, 2020, the Company recorded interest expense of $15,000 (2019 - $15,000). As of December 31, 2020, $100,000 of the convertible debentures are outstanding and are past due plus accrued interest of $109,602 (2019 - $94,602). One convertible debenture is in default and another convertible debenture has been extended indefinitely.

The following table reconciles the fair value of the debentures to the carrying amount.

	Liability Component		Equity Component		Total
Balance,<br> December 31, 2018	$	549,191	$	33,706	$	582,897
Interest<br> accrued		45,000		—		45,000
Balance,<br> December 31, 2019		594,191		33,706		627,897
Interest<br> accrued		45,000		—		45,000
Balance,<br> December 31, 2020	$	639,191	$	33,706	$	672,897

11.CAPITAL STOCK

(a)	Authorized

Unlimited number of common and preferred shares without par value.

As of December 31, 2020, there are no preferred shares issued.

(b)	Issued

As of December 31, 2020, there are 7,292,709 common shares issued and outstanding.

During the year ended December 31, 2020, the Company issued 100,000 common shares at $0.075 per share to Eagle Plain pursuant to the Acacia Property Option Agreement (Note 5).

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Financial Statements | | Years Ended December 31, 2020 and 2019 | | (Expressed in Canadian Dollars) |

11.CAPITAL STOCK (Continued)

During the year ended December 31, 2019, the Company issued 100,000 common shares at $0.075 per share to Eagle Plains pursuant to the Acacia Property Option Agreement (Note 5).

During the year ended December 31, 2019, Jackpot sold 3,400,000 common shares of the Company through the facilities of the Exchange. As at December 31, 2020, Jackpot owns 49,985 common shares in the capital of the Company representing approximately 0.69% of the Company’s issued and outstanding common shares. In addition, Jackpot owns 3,449,985 share purchase warrants of the Company exercisable at $0.12 per share until November 2, 2022.

(c)	Warrants

Warrants activity is as follows:

			Weighted<br> Average Exercise Price
Balance,<br> December 31, 2017	5,428,318		$	0.12
Issued	3,333		$	1.50
Exercised	(600,000	)		0.13
Balance,<br> December 31, 2018	4,824,985		$	0.12
Balance,<br> December, 2019 and 2020	4,824,985		$	0.12

As of December 31, 2020, the following warrants were outstanding:

Expiry<br> Date	Exercise<br> Price		Number<br> of Warrants Outstanding
January<br> 4, 2021		0.135		500,000
November<br> 2, 2022		0.12		4,324,985

4,824,985

The weighted average remaining contractual life for warrants outstanding at December 31, 2020 is 1.65 years (2019 – 2.65 years).

(d) Stock options

The Company’s 2015 Stock Option Plan provides that the Board of Directors of the Company may grant to directors, officers, employees and consultants of the Company options to acquire up to 20% of the issued and outstanding common shares of the Company calculated from time to time on a rolling basis. The terms of the options are determined at the date of grant.

As of December 31, 2020, there were no stock options outstanding (2019 – Nil).

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Financial Statements | | Years Ended December 31, 2020 and 2019 | | (Expressed in Canadian Dollars) |

12.CHANGES IN NON-CASH WORKING CAPITAL

	2020		2019		2018
GST<br> receivable	$	78	$	273	$	1,206
Accounts<br> payable and accrued liabilities		226,068		15,622		(11,261	)
Due<br> to related parties		137,796		109,235		47,565
	$	88,350	$	125,130	$	37,510
Supplemental information
Non-cash<br> items
Interest<br> expense included in convertible debt	$	45,000	$	45,000	$	45,000
Interest<br> expense included in due to related parties	$	3,961	$	5,452	$	4,312
Shares<br> issued for mineral property interests	$	7,500	$	7,500	$	—

13.INCOME TAXES

Income tax expense differs from the amount that would be computed by applying the Canadian statutory income tax rates of 27.00% and 26.00% to income before income taxes.

For the years ended December 31,	2020			2019			2018
Loss<br> before income taxes	$	133,379		$	147,137		$	160,856
Statutory<br> income tax rate		27.00	%		27.00	%		26.00	%
Expected<br> income tax benefit		36,012			39,727			43,431
Items<br> not deductible for income tax purposes		—			(8	)		(82	)
Effect<br> of change in tax rates		—			—			80,776
Underprovided<br> in prior years		97,367			107,695			13,017
Unrecognized<br> benefit of deferred tax assets		(133,379	)		(147,414	)		(137,142	)
Income<br> tax expense	$	—		$	—		$	—

The Company recognizes tax benefits on losses or other deductible amounts where it is probable the Company will generate sufficient taxable income to utilize deferred tax assets. The Company’s unrecognized deductible temporary differences and unused tax losses for which no deferred tax asset is recognized consist of the following amounts:

For the years ended December 31,	2020		2019
Excess<br> of unused exploration expenditures over carrying value of mineral property interests	$	2,656,168	$	2,656,168
Excess<br> of undepreciated capital cost over carrying value of fixed assets		698,593		698,593
Non-refundable<br> mining investment tax credits		247		247
Non-capital<br> losses carried forward		4,218,481		4,085,102
Capital<br> losses carried forward		993,649		999,649
Unrecognized<br> deductible temporary differences	$	8,567,138	$	8,439,759

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37 CAPITAL INC.
Notes to Financial Statements
Years Ended December 31, 2020 and 2019
(Expressed in Canadian Dollars)

13.INCOME TAXES (Continued)

At December 31, 2020, the Company has non-capital losses of $4,218,000 (2019 - $4,085,000), that have not been recognized and may be carried forward and applied against Canadian taxable income of future years. The non-capital losses have expiry dates as follows:

2027	$	590,000	$	590,000
2028		306,000		306,000
2029		487,000		487,000
2030		454,000		454,000
2031		336,000		336,000
2032		122,000		122,000
2033		213,000		213,000
2034		457,000		457,000
2035		344,000		344,000
2036		284,000		284,000
2037		184,000		184,000
2038		161,000		161,000
2039		147,000		147,000
2040		133,000		—
	$	4,218,000	$	4,085,000

The Company has available approximate net capital losses of $994,000 that may be carried forward indefinitely. The Company has available resource-related deductions of approximately $2,656,000 that may be carried forward indefinitely.

14.COMMITMENTS

(a)

During April 2017, the Company together with Jackpot, a related company with common directors, entered into an office lease agreement with an arm’s length party (the “Office Lease Agreement”). The Office Lease Agreement had a three-year term with a commencement date of August 1, 2017. The Company’s share of the office basic rent and operating costs was $28,800 plus applicable taxes per annum.

In respect to the Office Lease Agreement, effective as of May 1, 2018, Jackpot and the Company entered into an amending agreement whereby the Company shall have no further responsibilities, obligations or commitments in respect to the Office Lease Agreement. Under the amending agreement, the Company is required to pay a monthly rent of $1,000 plus applicable taxes to Jackpot, and either Jackpot or the Company may terminate this agreement by giving each other a three months’ notice in writing.

(b)	The<br> Company had an agreement for office support services with Jackpot, a company with common directors. Under the agreement, the<br> Company was entitled to receive office support services from Jackpot at a monthly rate of $7,000 plus applicable taxes. This<br> agreement expired on April 30, 2018.

Effective as of May 1, 2018, the Company entered into an agreement for office support services with Jackpot for a term of one year. On May 1, 2019 the agreement was extended for a period of one year and subsequently on May 1, 2020, the agreement was further extended which expires on April 30, 2021. Under the agreement, the Company is entitled to receive office support services from Jackpot at a monthly rate of $1,000 plus applicable taxes.

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Financial Statements | | Years Ended December 31, 2020 and 2019 | | (Expressed in Canadian Dollars) |

15.CAPITAL MANAGEMENT

The Company considers its capital to be comprised of stockholders’ deficiency and convertible debenture.

The Company’s objective when managing capital is to maintain adequate levels of funding to support the acquisition, exploration and, if warranted, the development of mineral properties, to invest in non-mining related projects and to maintain the necessary corporate and administrative functions to facilitate these activities. This is done primarily through equity and debt financing. Future financings are dependent on market conditions and there can be no assurance that the Company will be able to raise funds in the future. There were no changes to the Company’s approach to capital management during the year ended December 31, 2020. The Company is not subject to externally imposed capital requirements.

16.FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

(a)	Risk<br> management overview

(b)	Fair<br> value of financial instruments

The fair values of cash, accounts payable and accrued liabilities, due to related parties, refundable subscription, loan payable and convertible debentures approximate their

carrying values due to the short-term maturity of these instruments.

IFRS establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

(c)	Credit<br> risk

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Financial Statements | | Years Ended December 31, 2020 and 2019 | | (Expressed in Canadian Dollars) |

16.FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Continued)

(d)	Liquidity<br> risk

(e)	Market<br> risk

17.SUBSEQUENT EVENTS

(a)	On<br> January 4, 2021, a total of 500,000 share purchase warrants exercisable at $0.135 per share expired unexercised (Note 11).

(b)	On<br> January 15, 2021, Company issued 400,000 flow-through units for proceed of $200,000. Each flow-through unit consists of one<br> flow-through common share of the Company and one non-flow-through share purchase warrant to acquire one non-flow-through common<br> share of the Company at a price of $0.10 for a period of two years.
(c)	On<br> January 25, 2021, the Company issued 14,787,030 common shares of the Company at a deemed price of $0.05 per common share in<br> settlement of debts totaling the amount of $739,351.50 to certain creditors, including to a related party and a director and<br> officer of the Company.
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Form51-102F1

37CAPITAL INC.

Management’s Discussion & Analysis

Audited Financial Statements for the

Year ended December 31, 2020

Thefollowing discussion and analysis of the financial condition and financial position and results of operations of 37 Capital Inc.(the “Company” or “37 Capital”) should be read in conjunction with the annual audited financial statementsfor the years ended December 31, 2020 and 2019 and the notes thereto.

Thefinancial statements, including comparatives, have been prepared using accounting policies in accordance with International FinancialReporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The Company’sfinancial statements are expressed in Canadian (CDN) Dollars which is the Company’s functional currency. All amounts inthis MD&A are in CDN dollars unless otherwise stated.

Thefollowing information is prepared as at April 30, 2021.

Forward-LookingStatements

Certain statements contained herein are “forward-looking” and are based on the opinions and estimates of management, or on opinions and estimates provided to and accepted by management. Forward-looking statements may include, among others, statements regarding future plans, costs, projections, objectives, economic performance, or the assumptions underlying any of the foregoing. In this MD&A, words such as “may”, “would”, “could”, “will”, “likely”, “seek”, “project”, “predict”, “potential”, “should”, “might”, “hopeful”, “objective”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “optimistic” and similar words are used to identify forward-looking statements. Forward-looking statements are subject to a variety of significant risks and uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied. Although management believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, projections and estimations, there can be no assurance that these assumptions, projections or estimations are accurate. Readers, shareholders and investors are therefore cautioned not to place reliance on any forward-looking statements in this MD&A as the plans, assumptions, intentions, estimations, projections, expectations or factors upon which they are based might vary or might not occur. The forward-looking statements contained in this MD&A are made as of the date of this MD&A, and are subject to change after such date. The Company undertakes no obligation to update or revise any forward-looking statements, except in accordance with applicable securities laws.

Descriptionof Business

The Company is a junior mineral exploration company.

The Company was incorporated on August 24, 1984 in British Columbia, Canada. The principal business of the Company is the acquisition, exploration and, if warranted, the development of natural resource properties.

37 Capital is a reporting issuer in the Provinces of British Columbia, Alberta, Quebec and Ontario and files all public documents on www.Sedar.com . The Company is a foreign private issuer in the United States of America and in this respect files, on EDGAR, its Annual Report on Form 20-F and other reports on Form 6K. The following link, http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=825171 will give you direct access to the Company’s filings with the United States Securities and Exchange Commission (“U.S. SEC”).

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In Canada, the common shares of the Company trade on the Canadian Securities Exchange (CSE) under the symbol “JJJ.X”, and in the USA, the Company's common shares trade on the OTC Pink tier of the OTC markets under the trading symbol “HHHEF”. The Cusip number of the Company’s common shares is 88429G102. The Company’s office is located at 400 – 570 Granville Street, Vancouver, British Columbia, Canada, V6C 3P1 and its registered office is located at Suite 3200 - 650 West Georgia Street, Vancouver BC V6B 4P7. The Company’s registrar and transfer agent is Computershare Investor Services Inc. located at 510 Burrard Street, Vancouver, British Columbia, Canada, V6C 3B9. The Company’s Auditors are Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, 1500-1140 W. Pender St., Vancouver, BC V6E 4G1. The telefax number is (604) 689-2778.

Pursuant to the policies of the Canadian Securities Exchange, the Company has been deemed to be inactive, and as a result, the Company’s current trading symbol is “JJJ.X”.

SelectedAnnual Information

Selected annual information from the financial statements (audited) for the three years ended December 31, 2020, 2019 and 2018 is shown in the following table:


Revenue	0		0		0
Interest<br> income	0		0		0
Expenses	(133,379	)	(147,137	)	(160,856	)
Basic<br> and diluted loss per common share before other items	(0.02	)	(0.02	)	(0.02	)
Comprehensive<br> loss	(133,379	)	(147,137	)	(160,856	)
Total<br> assets	40,573		33,180		2,960
Long-term<br> financial obligations	0		0		0
Cash<br> dividends	0		0		0

Resultsof Operations

For the year ended December 31, 2020:

•	The<br> Company’s operating expenses were $133,379 as compared to $147,137 for the corresponding period in 2019 and as compared<br> to $160,856 for the corresponding period in 2018.
~~•~~	The<br> Company recorded a comprehensive loss of $133,379 as compared to a comprehensive loss of $147,137 during the corresponding<br> period in 2019 and as compared to a comprehensive loss of $160,856 during the corresponding period in 2018.
---	---
•	The<br> Company’s basic and diluted loss per common share was $0.02 as compared to a basic and diluted loss of $0.02 during<br> the corresponding period of 2019 and as compared to a basic and diluted loss of $0.02 during the corresponding period in 2018.
---	---
•	The<br> Company’s total assets were $40,573 as compared to $33,180 during the corresponding period in 2019 and as compared to<br> $2,960 during the corresponding period in 2018..
---	---
•	The<br> Company’s total liabilities were $1,337,235 as compared $1,203,963 during the corresponding period in 2019 and as compared<br> to $1,034,106 during the corresponding period in 2018.
---	---
•	The<br> Company had a working capital deficiency of $1,336,664 as compared to a working capital deficiency of $1,203,285 during the<br> corresponding period in 2019 and as compared to a working capital deficiency of $1,031,148 during the corresponding period<br> in 2018.
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The Company is presently not a party to any legal proceedings whatsoever.

During the year ended December 31, 2017, the Company entered into debt settlement agreements with Jackpot Digital Inc. (“Jackpot”), and with Kalpakian Bros. of B.C. Ltd. (“Kalpakian Bros.”), companies related to 37 Capital by certain common directors. The Company issued 4,249,985 units of the Company to Jackpot at the price of $0.09 per unit in settlement of the Company’s outstanding debt for the total amount of $382,498.65 for shared office rent, office support services and miscellaneous office expenses provided by Jackpot to the Company from August 1, 2014 up to September 30, 2017. Each unit consists of one common share and one share purchase warrant. Each warrant will be exercisable at a price of $0.12 per share for a period of five years. In respect to the Company’s outstanding debt to Kalpakian Bros. for the total amount of $15,750, the Company issued 175,000 units of the Company at the price of $0.09 per unit in settlement of the Company’s outstanding debt owed to Kalpakian Bros. for unpaid management fees from May 1, 2016 up to July 30, 2016. Each unit consists of one common share and one share purchase warrant. Each warrant will be exercisable at a price of $0.12 per share for a period of five years. The securities were subject to a hold period which expired on March 3, 2018. During September 2018, Jackpot sold 800,000 units of 37 Capital to JAMCO, an arm’s length party, and during the nine months ended September 30, 2019 Jackpot sold 3,400,000 common shares of 37 Capital through the facilities of the Canadian Securities Exchange (CSE). As at December 31, 2020 Jackpot owned 49,985 common shares in the capital of the Company representing approximately 0.69% of the Company’s issued and outstanding common shares. In addition, Jackpot owns 3,449,985 share purchase warrants of the Company exercisable at $0.12 per share until November 2, 2022. Pursuant to debt settlement agreements dated December 11, 2020 totaling the sum of $739,351.50 between the Company and certain creditors, including Jackpot and the Company’s President and CEO, on January 25, 2021 the Company issued 14,787,030 common shares of the Company at a deemed price of $0.05 per common share (the “Debt Settlement Shares of the Company”). On January 25, 2021, Jackpot acquired 2,986,900 Debt Settlement Shares of the Company and the Company’s President and CEO acquired a total of 3,076,975 Debt Settlement Shares of the Company. As of the date of this MD&A, Jackpot owns 3,036,885 commons shares of the Company representing 13.51% of the Company’s issued and outstanding common shares, and the Company’s President & CEO owns directly and indirectly 3,190,195 commons shares of the Company representing 14.19% of the Company’s issued and outstanding common shares. The Debt Settlement Shares of the Company are subject to a hold period expiring on May 26, 2021.

At the Company’s Annual General Meeting, which was held on November 20, 2020, the Company’s shareholders passed all the resolutions presented including the re-election of Jake H. Kalpakian, Gregory T. McFarlane, Fred A.C. Tejada and Neil Spellman as Directors of the Company; re-appointed the Company’s Auditor, Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants for the ensuing year and authorized the Directors to fix the remuneration to be paid to the Auditor; and re-approved the Company’s Stock Option Plan.

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During June 2019, the Board of Directors of the Company passed resolutions approving the consolidation of the Company’s share capital on a five (5) old shares for one (1) new share basis and the changing of the Company’s name from 37 Capital Inc. to “Bronx Capital Inc.”. As of the date of this MD&A, the share consolidation and the name change of the Company have not taken place.

During 2019 the Company had intended to issue up to 4,000,000 flow-through units of the Company at a price of $0.05 per unit for gross proceeds to the Company of $200,000 in order to use the proceeds of this financing towards mineral exploration work expenditures located in the Province of British Columbia. However, due to the Covid-19 pandemic the Company was able to raise only the amount of $20,000 which the Company intends to incur towards mineral exploration work expenditures in the Province of British Columbia during the Company’s 2021 fiscal year. As such, the Company has issued 400,000 flow-through units of the Company. Each flow-through unit consists of one flow-through common share of the Company and one non-flow-through share purchase warrant to acquire one non-flow-through common share of the Company at a price of $0.10 for a period of two years. All securities issued in connection with this financing are subject to a hold period expiring on May 16, 2021.

MineralProperties

1. Extra High Claims

Previously the Company held a 33% interest in the Extra High Claims which are located in the Kamloops Mining Division of the Province of British Columbia (“Extra High Property”).

On October 31, 2019, as amended on November 4, 2019, the Company entered into a Property Purchase Agreement with Colt Resources Inc. (“Colt”) whereby the Company has purchased Colt’s 67% right, interest and title in and to the Extra High Property for a cash consideration of $100,000 of which $25,000 was paid on the closing date of the Property Purchase Agreement and the balance i.e. $75,000 is payable after eighteen months. Additionally, the Company is obligated to pay Colt a 0.5% NSR from commercial production which may be purchased by the Company at any time by making a payment of $500,000. As at the date of this MD&A, the Company owns a 100% undivided right, interest and title in and to the Extra High Property which covers an area of 650 hectares.

The Extra High Property is subject to a 1.5% Net Smelter Returns Royalty (“NSR”) payable to a third party, 50% of which, or 0.75%, can be purchased by the Company at any time by paying $500,000.

2.Ontario Mineral Leases (Lithium)

During the year ended December 31, 2008, the Company sold all of its Ontario Mineral Leases (Lithium). In the event that at a future date the Ontario Mineral Leases (Lithium) are placed into commercial production, then the Company is entitled to receive a 0.5% gross receipts royalty after six months from the date of commencement of commercial production from the Ontario Mineral Leases (Lithium).

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3.Acacia Property

On September 30, 2019, the Company entered into and has executed a Property Option Agreement with Eagle Plains Resources Inc. (“Eagle Plains”) in respect to the Acacia Property (the “Acacia Property Option Agreement”) whereby the Company has the right and option to acquire a 60% interest in the Acacia Property by issuing to Eagle Plains in stages a total of 300,000 common shares in the capital of the Company and by incurring a total amount of $2,500,000 in property related expenditures over a period of five years.

During November 2019, the Company issued 100,000 common shares in the capital of the Company to Eagle Plains at the deemed price of $0.075 per share which were subject to a hold period which expired on February 5, 2020.

Investment

In April 2013, the Company entered into a purchase and sale agreement with a Mexican gaming company, whereby the Company agreed to purchase a royalty revenue stream of an amount the greater of 10% of the net profits or 5% of the gross revenues of the Mexican land-based casino for a purchase price of $800,000. As of December 31, 2013, the Company invested $800,000 and advanced $49,200 for working capital purposes. The Mexican gaming company repaid the $49,200 advanced and the Company recognized $4,157 in royalty revenue during the year ended December 31, 2014. As at December 31, 2014, the Company assessed the fair value of its investment and recorded impairment of $799,999 on its investment due to nominal royalty payments received by the Company. As of the date of this MD&A, the Company does not expect to recover its investment in the Mexican gaming company.

FourthQuarter (December 31, 2020)

During the three months [fourth quarter] period ended December 31, 2020:

•	The<br> Company had a comprehensive loss of $45,030 or $0.01 per share as compared to comprehensive loss of $46,782 or $ 0.01 per<br> share during the same three-month period (fourth period) ended December 31, 2019 and as compared to a comprehensive loss of<br> $45,671 or $0.01 per share during the same three-month period (fourth period) ended December 31, 2018.
•	The<br> Company’s Operating costs were $45,030 as compared to $46,782 for the same period in 2019 and as compared to $45,671<br> for the same period in 2018.
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Summaryof Quarterly Results

For<br> the Quarterly Periods ended:
Total<br> Revenues	0		0		0		0
Net<br> loss and comprehensive loss	(45,030	)	(26,138	)	(40,326	)	(21,885	)
Loss<br> per common share	(0.01	)	(0.00	)	(0.01	)	(0.00	)

For<br> the Quarterly Periods ended:
Total<br> Revenues	0		0		0		0
Net<br> loss and comprehensive loss	(46,782	)	(32,518	)	(30,513	)	(37,324	)
Loss<br> per common share	(0.01	)	(0.00	)	(0.00	)	(0.01	)

The Company’s business is not of a seasonal nature.

Risksrelated to our Business

The Company, and the securities of the Company, should be considered a highly speculative investment. The following risk factors should be given special consideration when evaluating an investment in any of the Company's securities:

The Company does not anticipate to generate any revenue in the foreseeable future. In the event that the Company generates any revenues in the future, then the Company intends to retain its earnings in order to finance growth.
There are a number of outstanding securities and agreements pursuant to which common shares of the Company may be issued in the future. This will result in further dilution to the Company's shareholders.
Governmental regulations, including those regulations governing the protection of the environment, taxes, labour standards, occupational health, waste disposal, mine safety and other matters, could have an adverse impact on the Company.
Trading in the common shares of the Company may be halted or suspended or may be subject to cease trade orders at any time and for any reason, including, but not limited to, the failure by the Company to submit documents to the Regulatory Authorities within the required time periods.
The exploration of mineral properties involves significant risks which even experience, knowledge and careful evaluation may not be able to avoid. The prices of metals have fluctuated widely, particularly in recent years as it is affected by numerous factors which are beyond the Company’s control including international, economic and political trends, expectations of inflation or deflation, currency exchange fluctuations, interest rate fluctuations, global or regional consumptive patterns, speculative activities and increased production due to new extraction methods. The effect of these factors on the price of metals, and therefore the economic viability of the Company’s interests in mineral exploration properties cannot be accurately predicted. Furthermore, changing conditions in the financial markets, and Canadian Income Tax legislation may have a direct adverse impact on the Company’s ability to raise funds for its interests in mineral exploration properties. A drop in the availability of equity financings will likely impede spending on mineral properties. As a result of all these significant risks, it is quite possible that the Company may lose its investments in the Company’s interest in the Extra High Property and the Acacia Property.
Due to the current difficult market conditions for junior mineral exploration companies, the Company may not be able to raise sufficient funds to meet its ongoing obligations.
The Company has outstanding debts, has working capital deficiency, has no revenues, has incurred operating losses, and has no assurances whatsoever that sufficient funding can be available for the Company to continue its operations uninterruptedly.
In respect to the Company’s investment in the Mexican gaming company, there are no assurances whatsoever that in the future the Company can recover its investment or that the Company can receive any royalty revenues.
The market price of the Company’s common shares has experienced considerable volatility and may continue to fluctuate in the future. Furthermore, there is a limited trading market for the Company’s common shares and as such, the ability of investors to sell their shares cannot be assured.
In March 2020, the World Health Organization declared a global pandemic related to the coronavirus known as COVID-19. The expected impacts on global commerce are anticipated to be far reaching. To date there have been significant wide-spread adverse financial impact globally, and the movement of people and goods has become restricted. As the Company has no material operating income or cash flows, it is reliant on additional financing to fund ongoing operations. An extended disruption may affect the Company’s ability to obtain additional financing. As such, the Company may not be able to raise the required funds and may not be able to conduct exploration works on its mineral property interests in a timely manner. The impact on the economy and the Company is not yet determinable; however, the Company’s financial position, results of operations and cash flows in future periods may be materially affected. In particular, there may be heightened risk of asset impairment and liquidity thus creating further going concern uncertainty.

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Liquidityand Capital Resources

The Company has incurred operating losses over the past three fiscal years, has limited resources, and does not have any source of operating cash flow.

During 2021, the Company shall require at least $400,000 to conduct its operations uninterruptedly. In order to meet this requirement, the Company intends to seek equity and/or debt financings through private placements and/or public offerings and/or loans. In the past, the Company has been successful in securing equity and debt financings in order to conduct its operations uninterruptedly. While the Company does not give any assurances whatsoever that in the future it will continue being successful in securing equity and/or debt financings in order to conduct its operations uninterruptedly, it is the Company’s intention to pursue these methods for future funding of the Company.

As of December 31, 2020:

•	the<br> Company’s total assets were $40,573 as compared to $33,180 for the year ended December 31, 2019 and as compared to $2,960<br> for the year ended December 31, 2018.
•	the<br> Company’s total liabilities were $1,337,235 as compared to $1,203,963 for the period ended December 31, 2019 and as<br> compared to $1,034,106 for the year ended December 31, 2018.
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•	the<br> Company had $9 in cash as compared to $38 in cash for the year ended December 31, 2019 and as compared to $2,045 in cash for<br> the year ended December 31, 2018.
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•	the<br> Company had GST receivable in the amount of $562 as compared to $640 for the year ended December 31, 2019 and as compared<br> to $913 for the year ended December 31, 2018.
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Sharesfor Debt Financing

Pursuant to debt settlement agreements dated December 11, 2020 totaling the amount of $739,351.50 between the Company and certain creditors, on January 25, 2021, the Company issued 14,787,030 common shares of the Company (the “Debt Settlement Shares of the Company”) at a deemed price of $0.05 per common share in settlement of debts totaling the amount of $739,351.50 to certain creditors, including to a related party and a director and officer of the Company. The Debt Settlement Shares of the Company are subject to a hold period which expires on May 26, 2021.

PrivatePlacement Financing

There were no private placement financings during the year ended December 31, 2020, 2019 and 2018.

Warrants

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Loan2016

The Company had borrowed the sum of $103,924 from an arm’s length party to pay certain amounts that were owed by the Company to some of its creditors. The borrowed amount of $103,924 was non-interest bearing, unsecured and was payable on demand. Pursuant to a debt settlement agreement dated December 11, 2020 with the Company and the arm’s length party, on January 25, 2021 the Company issued a total of 2,078,484 common shares of the Company at a deemed price of $0.05 per shares in full settlement of the debt (the “Debt Settlement Shares of the Company”). The Debt Settlement Shares of the Company are subject to a hold period expiring on May 26, 2021.

RefundableSubscription

During the twelve months ended December 31, 2016, the Company cancelled subscription agreements of a non-brokered private placement financing totalling $45,000. The Company had refunded $35,000. As of December 31, 2020, the remaining $10,000 (2019 - $10,000) was still owing and was due on demand. Pursuant to a debt settlement agreement dated December 11, 2020 with the Company and the arm’s length party, on January 25, 2021 the Company issued a total of 200,000 common shares of the Company at a deemed price of $0.05 per shares in full settlement of the $10,000 refundable subscription (the “Debt Settlement Shares of the Company”). The Debt Settlement Shares of the Company are subject to a hold period expiring on May 26, 2021.

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ConvertibleDebentures Financing 2015

ConvertibleDebentures Financing 2013

StockOptions

As at December 31, 2020, there were no outstanding stock options (December 31, 2019 – Nil) (December 31, 2018 – Nil).

As of the date of this MD&A there are no outstanding stock options.

SignificantAccounting Policies

The Annual Audited Financial Statements for the year ended December 31, 2020 have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretation Committee (“IFRIC”).

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The Significant Accounting Policies are detailed in Note 4 of the Company’s Annual Audited Financial Statements for the year ended December 31, 2020.

Effective January 1, 2019, the Company adopted IFRS 16 which supersedes IAS 17 Leases (“IAS 17”). The Company has applied the new standard using the modified retrospective approach with no restatement of comparative periods. There were no adjustments to retained earnings as a result of adoption. The Company has elected not to reassess whether a contract is, or contains a lease at the date of initial application. Instead, for contracts entered into before the transition date the Company relied on its previous assessment made under IAS 17 and IFRIC 4 Determining whether an arrangement contains a lease. The definition of a lease under IFRS 16 was applied only to contracts entered into or modified on or after January 1, 2019.

On transition to IFRS 16, the Company did not recognize any lease assets or liabilities as its operating leases had a remaining term of less than 12 months from the date of initial application.

Off-BalanceSheet Arrangements

The Company does not have any off-balance sheet arrangements.

Trends

RelatedParty Transactions

The Company shares office space and certain employees with Jackpot, a company related by certain common key management personnel.

During April 2017, the Company together with Jackpot, a related company with common directors, entered into an office lease agreement with an arm’s length party (the “Office Lease Agreement”). The Office Lease Agreement had a three-year term with a commencement date of August 1, 2017. The Company’s share of the office basic rent and operating costs was $28,800 plus applicable taxes per annum. In respect to the Office Lease Agreement, effective as of May 1, 2018, Jackpot and the Company entered into an amending agreement whereby the Company shall have no further responsibilities, obligations or commitments in respect to the Office Lease Agreement. Under the amending agreement, the Company is required to pay a monthly rent of $1,000 plus applicable taxes to Jackpot, and either Jackpot or the Company may terminate this agreement by giving each other a three months’ notice in writing.

As at December 31, 2020, 2019 and 2018, the amounts due to related parties are unsecured, payable on demand which consist of the following:

	2020		2019		2018
Advances<br> from directors (interest at prime plus 1%)	$	153,290	$	160,643	$	93,391
Entities<br> controlled by directors (non-interest-bearing)		155,646		130,444		88,461
	$	308,936	$	291,087	$	181,852

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Included in convertible debentures and accrued interest is $429,589 (2019 - $399,589) (2018 - $369,589) owing to the Chief Executive Officer and to a former director of the Company.

During the years ended December 31, 2020, 2019 and 2018, the following amounts were charged by related parties.

	2020		2019		2018
Interest<br> charged on amounts due to related parties	$	3,961	$	5,452	$	4,312
Interest<br> on convertible debentures		30,000		30,000		30,000
Rent<br> charged by entities with common directors		12,000		12,000		17,600
Office<br> expenses charged by, and other expenses paid on behalf of the Company by a company with common directors		12,000		28,784		38,279
	$	57,961	$	76,236	$	90,191

Pursuant to Debt Settlement Agreements dated December 11, 2020 with Jackpot, Jake Kalpakian, Kalpakian Bros. and 30 Rock Management Inc. (“30 Rock”), a private company controlled by Jake Kalpakian, during January 2021 the Company issued 2,986,900 common shares of the Company to Jackpot; 419,896 common shares to Jake Kalpakian; 1,508,261 common shares to Kalpakian Bros. and 1,148,818 common shares of the Company to 30 Rock (collectively the “Debt Settlement Shares of the Company”). The Debt Settlement Shares of the Company are subject to a hold period expiring on May 26, 2021.

On January 6, 2015, the Company closed convertible debentures financing with two directors of the Company for the Principal amount of $250,000. The convertible debentures have a maturity date of twelve months from the date of closing, and bear interest at the rate of 12% per annum payable on a quarterly basis. The convertible debentures are convertible into common shares of the Company at a conversion price of $0.30 per share. The liability component of the convertible debentures was recognized initially at the fair value of a similar liability that does not have an equity conversion option, which was calculated based on the application of a market interest rate of 20%. The amount of $222,006 has been recorded under convertible debentures and the amount of $27,994 has been recorded under the equity portion of convertible debenture reserve. The Principal amount of $250,000 together with the accrued interest of the convertible debentures became due and payable on January 6, 2016 (the “Due Date”). However, on the Due Date the Company was unable to repay the Principal amount and the accrued interest to the two directors. Effective as of November 15, 2017, Bedo Kalpakian is no longer a director of the Company. As of the date of this MD&A, the Company has not repaid to the Company’s CEO Jake Kalpakian and to its former director Bedo Kalpakian the Principal amount of $250,000 together with the accrued interest.

The Company had an agreement for office support services with Jackpot. Under the agreement, the Company was entitled to receive office support services from Jackpot at a monthly rate of $7,000 plus applicable taxes. This agreement expired on April 30, 2018. Effective as of May 1, 2018 the Company entered into a new agreement for office support services with Jackpot for a term of one year. Under the agreement, the Company was entitled to receive office support services from Jackpot at a monthly rate of $1,000 plus applicable taxes. The agreement expired on April 30, 2019. On May 1, 2019, the Company and Jackpot renewed the office support services agreement, and as of the date of this MD&A, the agreement has been further renewed for a period of one year which expires on April 30, 2021.

Jackpot is related to the Company by virtue of the fact that Jackpot has certain directors and officers who are also directors and officers of the Company.

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FINANCIALINSTRUMENTS AND RISK MANAGEMENT

(a)	Risk<br> management overview

(b)	Fair<br> value of financial instruments

The fair values of cash, accounts payable and accrued liabilities and due to related parties approximate their carrying values due to the short-term maturity of these instruments.

(c)	Credit<br> risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations.

The financial instruments that potentially subject the Company to a significant concentration of credit risk consist of cash. The Company mitigates its exposure to credit loss associated with cash by placing its cash with a major financial institution.

(d)	Liquidity<br> risk

At December 31, 2020, the Company had cash of $9 (2019 - $38) (2018 -$2,045) available to apply against short-term business requirements and current liabilities of $1,337,235 (2019 - $1,203,963) (2018 - $1,034,106). All of the current liabilities, are due within 90 days. Amounts due to related parties are due on demand. As of the date of this MD&A, two convertible debentures are in default.

(e)	Market<br> risk

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Analysis of expenses

For a breakdown of general and administrative expenditures, please refer to the Statements of Comprehensive Loss in the Company’s Annual Audited Financial Statements for the years ended December 31, 2020 and 2019.

CapitalStock

Authorizedshare capital: Unlimited number of common shares without nominal or par value

Unlimited number of preferred shares without nominal or par value

			Exercise Price per Share	Expiry Date
Issued and Outstanding as at April 30, 2021	22,479,739	Nil	N/A	N/A
Warrants as at April 30, 2021	4,324,985<br> <br>400,000	Nil	Cdn $0.12 <br>Cdn $0.10	November 2, 2022 January 15, 2023
Fully Diluted as at April 30, 2021	27,204,724	Nil

DirectorApproval

The contents of this MD&A and the sending thereof to the Shareholders of the Company have been approved by the Company’s Board of Directors.

Outlook

Management’s efforts are directed towards pursuing opportunities of merit for the Company, and Management is hopeful that, in due course, the Company shall be able to acquire an opportunity of merit. However, there are no assurances whatsoever that Management’s efforts shall succeed.

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Exhibit99.1*

37CAPITAL INC.

MARKETABLESECURITIES - OTHER INVESTMENTS

ScheduleI

December 31, 2020

Name of Issuer and Title of Issuer	Number of Shares/Principal Amount of Bonds	Costs	Market Value	Amount at Which The Portfolio is Carried in the Books
Nil	Nil	Nil	Nil	Nil

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Exhibit 99.2*

37CAPITAL INC.

AMOUNTSRECEIVABLE/(PAYABLE) FROM RELATED PARTIES AND UNDERWRITERS

PROMOTERSAND EMPLOYEES OTHER THAN RELATED PARTIES

ScheduleII

Name of Debtor	Balance Beginning of Period
2020
Jackpot Digital Inc.	$	(130,444	)	(25,200	)	0	0	(155,644	)
Jacob H. Kalpakian		(160,643	)	0		7,353	0	(153,290	)
2019
Jackpot Digital Inc.	$	(88,461	)	(41,983	)	0	0	(130,444	)
Jacob H. Kalpakian		(93,391	)	(67,252	)	0	0	(160,643	)
Kalpakian Bros. of B.C. Ltd.		0		0		0	0	0
2018
Jackpot Digital Inc.	$	(29,852	)	(58,609	)	0	0	(88,461	)
Jacob H. Kalpakian		(104,435	)	(21,962	)	33,006	0	(93,391	)
Kalpakian Bros. of B.C. Ltd.		0		0		0	0	0

| 87 |

| --- |

Exhibit 99.3*

37CAPITAL INC.

PROPERTY,PLANT AND EQUIPMENT AND

ACCUMULATEDAMORTIZATION (DEPRECIATION AND DEPLETION) THEREOF

SchedulesIII and IV


2020
Property, plant & equipment
Machinery & equipment	0	0	0	0	0
Accumulated amortization
Machinery and equipment	0	0	0	0	0
2019
Property, plant & equipment
Machinery & equipment	0	0	0	0	0
Accumulated amortization
Machinery and equipment	0	0	0	0	0
2018
Property, plant & equipment
Machinery & equipment	0	0	0	0	0
Accumulated amortization
Machinery and equipment	0	0	0	0	0

| 88 |

| --- |

Exhibit 11.1

Explanationof how earnings/loss per (weighted average) share is calculated

Earnings and Loss per share are calculated by dividing the net loss or profit by the total weighted average number of common shares outstanding. The weighted average number of common shares outstanding is obtained as follows:-

Whenever the Company issues shares from its treasury during a specific reporting period, the number of common shares issued is pro-rated over the remaining months of the year, and such number is added to the December 31^st^ closing balance of the previous year.

| 89 |

| --- |

Exhibit 31.1

CERTIFICATIONPURSUANT TO

Rule13a-14(b) and Section 1350 of Chapter 63

ofTitle18 of the United States Code (18 U.S.C. 1350).

I, Jacob H. Kalpakian, certify that:

I have reviewed this Annual Report on Form 20-F (2020) of 37 Capital Inc.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

a)	Designed<br>such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br>to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others<br>within those entities, particularly during the period in which this report is being prepared;
b)	Designed<br>such internal control over financial reporting, or caused such internal control over financial reporting to be designed under<br>our supervision, to provide a reasonable assurance regarding the reliability of financial reporting and the preparation of financial<br>statements for external purposes in accordance with generally accepted accounting principles;
---	---
c)	Evaluated<br>the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about<br>the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such<br>evaluation; and
---	---
d)	Disclosed<br>in this report any change in the company’s internal control over financial reporting that occurred during the period covered<br>by the Annual Report that has materially affected, or is reasonably likely to materially affect, the company’s internal<br>control over financial reporting; and
---	---

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

a)	All significant<br>deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br>reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information;<br>and
b)	Any fraud,<br>whether or not material, that involves management or other employees who have a significant role in the company’s<br>internal control over financial reporting.
---	---

Date: May 15, 2021

“JacobH. Kalpakian”

Jacob H. Kalpakian,

Chief Executive Officer

| 90 |

| --- |

Exhibit 31.2

CERTIFICATIONPURSUANT TO

Rule13a-14(b) and Section 1350 of Chapter 63

ofTitle18 of the United States Code (18 U.S.C. 1350).

I, Neil Spellman, certify that:

I have reviewed this Annual Report on Form 20-F (2020) of 37 Capital Inc.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

a)	Designed<br>such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br>to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others<br>within those entities, particularly during the period in which this report is being prepared;
b)	Designed<br>such internal control over financial reporting, or caused such internal control over financial reporting to be designed under<br>our supervision, to provide a reasonable assurance regarding the reliability of financial reporting and the preparation of financial<br>statements for external purposes in accordance with generally accepted accounting principles;
---	---
c)	Evaluated<br>the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about<br>the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such<br>evaluation; and
---	---
d)	Disclosed<br>in this report any change in the company’s internal control over financial reporting that occurred during the period covered<br>by the Annual Report that has materially affected, or is reasonably likely to materially affect, the company’s internal<br>control over financial reporting; and
---	---

a)	All significant<br>deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br>reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information;<br>and
b)	Any fraud,<br>whether or not material, that involves management or other employees who have a significant role in the company’s<br>internal control over financial reporting.
---	---

Date: May 15, 2021.

“NeilSpellman”

Neil Spellman

Chief Financial Officer

| 91 |

| --- |

Exhibit 32.1

CERTIFICATIONPURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of 37 Capital Inc., (the "Company") on Form 20-F for the year ended December 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jacob H. Kalpakian, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)	the<br> Report fully complies with the requirements of section 13(a) or 15(d) of the Securities<br> Exchange Act of 1934; and
(2)	the<br> information contained in the Report fairly presents, in all material respects, the financial<br> condition and results of operations of the Company.
---	---

Signed this 15^th^ day of May, 2021.

37Capital Inc.

“JacobH. Kalpakian”

Jacob H. Kalpakian,

President & Chief Executive Officer

| 92 |

| --- |

SIGNATURE PAGE

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 20-F (2020) and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

37CAPITAL INC.

“Jacob H. Kalpakian”

Jacob H. Kalpakian

President & Chief Executive

Datedthis 15^th^ day of May, 2021.

| 93 |

| --- |

DEBT SETTLEMENT AGREEMENT

This Debt Settlement Agreement (hereinafter referred to as this “Agreement”) is made and dated as of the 11^th^ day of December, 2020.

BETWEEN:

37Capital Inc., of

Suite 400 – 570 Granville Street

Vancouver, BC V6C 3P1

(hereinafter referred to as “37 Capital”)

AND:

Starnet,

(hereinafter referred to as “Starnet”)

WHEREAS in respect to a loan advanced by Starnet to 37 Capital during February 2016, 37 Capital owes the sum of $103,924.20 to Starnet as of September 30, 2020 (the “37 Capital Debt”);

ANDWHEREAS by means of a letter dated December 4, 2020, 37 Capital offered to Starnet as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt through the issuance to Starnet of 2,078,484 common shares of 37 Capital at a deemed price of $0.05 per common share (“37 Capital’s Offer”);

ANDWHEREAS Starnet accepted 37 Capital’s Offer as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt.

The parties hereto agree as follows:

1.	If<br> required by the Canadian Securities Exchange (“CSE”), this Agreement shall<br> be subject to the acceptance for the listing of the 2,078,484 common shares of 37 Capital<br> on the CSE;
2.	37<br> Capital shall issue to Starnet through the issuance of 2,078,484 common shares of 37<br> Capital at a deemed price of $0.05 per common share, as full and final settlement of<br> the 37 Capital Debt and all matters related to 37 Capital Debt;
---	---
3.	The<br> 2,078,484 common shares of 37 Capital that shall be issued to Starnet will be subject<br> to four months and a day hold period in accordance with applicable Canadian securities<br> laws;
---	---
4.	This<br> Agreement will be governed by and construed in accordance with the laws of the Province<br> of British Columbia, Canada, and the parties hereto attorn to the exclusive jurisdiction<br> of the courts of British Columbia, Canada to entertain all conflicts, disputes, claims<br> and/or actions that may arise out of this Agreement;
---	---
5.	This<br> Agreement represents the full understanding and entire agreement in respect to the subject<br> matter between the parties hereto and there are no other representations and/or agreements,<br> oral or written between the parties hereto in respect to the subject matter, and that<br> this Agreement may not be modified without an agreement in writing signed by all the<br> parties hereto.
---	---

and,

6.	This<br> Agreement may be executed in several counterparts, including facsimile or email, each<br> of which when executed shall be deemed to be an original and such counterparts shall<br> together be one and the same instrument effective as of the day given above.

Agreed and accepted as of ____ day of December, 2020.

37 CAPITAL INC.	STARNET
per:	per:
/s/ Jake<br> Kalpakian	/s/ Rudolf Baetsen
Jake Kalpakian	Authorized Signatory
	Name: Rudolf Baetsen

| 1 |

| --- |

DEBT SETTLEMENT AGREEMENT

This Debt Settlement Agreement (hereinafter referred to as this “Agreement”) is made and dated as of the 11^th^ day of December, 2020.

BETWEEN:

37Capital Inc., of

Suite 400 – 570 Granville Street

Vancouver, BC V6C 3P1

(hereinafter referred to as “37 Capital”)

AND:

RobertoFia, of

197 Beech Avenue

Toronto, ON M4E 3H8

(hereinafter referred to as “Fia”)

WHEREASin respect to funds advanced by Fia to 37 Capital in a cancelled private placement transaction, 37 Capital owes the sum of $10,000 to Fia as of September 30, 2020 (the “37 Capital Debt”);

ANDWHEREAS by means of a letter dated December 4, 2020, 37 Capital offered to Fia as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt through the issuance to Fia of 200,000 common shares of 37 Capital at a deemed price of $0.05 per common share (“37 Capital’s Offer”);

ANDWHEREAS Fia accepted 37 Capital’s Offer as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt.

The parties hereto agree as follows:

1.	If<br> required by the Canadian Securities Exchange (“CSE”), this Agreement shall<br> be subject to the acceptance for the listing of the 200,000 common shares of 37 Capital<br> on the CSE;
2.	37<br> Capital shall issue to Fia through the issuance of 200,000 common shares of 37 Capital<br> at a deemed price of $0.05 per common share, as full and final settlement of the 37 Capital<br> Debt and all matters related to 37 Capital Debt;
---	---
3.	The<br> 200,000 common shares of 37 Capital that shall be issued to Fia will be subject to four<br> months and a day hold period in accordance with applicable Canadian securities laws;
---	---
4.	This<br> Agreement will be governed by and construed in accordance with the laws of the Province<br> of British Columbia, Canada, and the parties hereto attorn to the exclusive jurisdiction<br> of the courts of British Columbia, Canada to entertain all conflicts, disputes, claims<br> and/or actions that may arise out of this Agreement;
---	---
5.	This<br> Agreement represents the full understanding and entire agreement in respect to the subject<br> matter between the parties hereto and there are no other representations and/or agreements,<br> oral or written between the parties hereto in respect to the subject matter, and that<br> this Agreement may not be modified without an agreement in writing signed by all the<br> parties hereto.
---	---

and,

6.	This<br> Agreement may be executed in several counterparts, including facsimile or email, each<br> of which when executed shall be deemed to be an original and such counterparts shall<br> together be one and the same instrument effective as of the day given above.

Agreed and accepted as of ____ day of December, 2020.

37 CAPITAL INC.	Roberto Fia
per:	per:
/s/ Jake<br> Kalpakian	/s/<br> Roberto Fia
Jake Kalpakian	Roberto Fia

| 2 |

| --- |

DEBT SETTLEMENT AGREEMENT

This Debt Settlement Agreement (hereinafter referred to as this “Agreement”) is made and dated as of the 11^th^ day of December, 2020.

BETWEEN:

37Capital Inc., of

Suite 400 – 570 Granville Street

Vancouver, BC V6C 3P1

(hereinafter referred to as “37 Capital”)

AND:

McMillanLLP, of

Royal Centre, 1055 W. Georgia Street, Suite 1500

PO Box 11117

Vancouver, BC V6E 4N7

(hereinafter referred to as “McMillan”)

WHEREASin respect to services rendered by McMillan to 37 Capital, 37 Capital owes the sum of $10,322.12 to McMillan as of September 30, 2020 (the “37 Capital Debt”);

ANDWHEREAS by means of a letter dated December 4, 2020, 37 Capital offered to McMillan as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt through the issuance to McMillan of 206,442 common shares of 37 Capital at a deemed price of $0.05 per common share (“37 Capital’s Offer”);

ANDWHEREAS McMillan accepted 37 Capital’s Offer as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt.

The parties hereto agree as follows:

1.	If<br> required by the Canadian Securities Exchange (“CSE”), this Agreement shall<br> be subject to the acceptance for the listing of the 206,442 common shares of 37 Capital<br> on the CSE;
2.	37<br> Capital shall issue to McMillan through the issuance of 206,442 common shares of 37 Capital<br> at a deemed price of $0.05 per common share, as full and final settlement of the 37 Capital<br> Debt and all matters related to 37 Capital Debt;
---	---
3.	The<br> 206,442 common shares of 37 Capital that shall be issued to McMillan will be subject<br> to four months and a day hold period in accordance with applicable Canadian securities<br> laws;
---	---
4.	This<br> Agreement will be governed by and construed in accordance with the laws of the Province<br> of British Columbia, Canada, and the parties hereto attorn to the exclusive jurisdiction<br> of the courts of British Columbia, Canada to entertain all conflicts, disputes, claims<br> and/or actions that may arise out of this Agreement;
---	---
5.	This<br> Agreement represents the full understanding and entire agreement in respect to the subject<br> matter between the parties hereto and there are no other representations and/or agreements,<br> oral or written between the parties hereto in respect to the subject matter, and that<br> this Agreement may not be modified without an agreement in writing signed by all the<br> parties hereto.
---	---

and,

6.	This<br> Agreement may be executed in several counterparts, including facsimile or email, each<br> of which when executed shall be deemed to be an original and such counterparts shall<br> together be one and the same instrument effective as of the day given above.

Agreed and accepted as of ____ day of December, 2020.

37 CAPITAL INC.	MCMILLAN LLP
per:	per:
/s/ Jake Kalpakian	/s/<br> Cory Kent
Jake Kalpakian	Cory Kent

| 3 |

| --- |

DEBT SETTLEMENT AGREEMENT

This Debt Settlement Agreement (hereinafter referred to as this “Agreement”) is made and dated as of the 11^th^ day of December, 2020.

BETWEEN:

37Capital Inc., of

Suite 400 – 570 Granville Street

Vancouver, BC V6C 3P1

(hereinafter referred to as “37 Capital”)

AND:

MackieResearch Capital Corporation, of

(formerly Jordan Capital Markets Inc.)

Suite 1920, 1075 West Georgia St.

Vancouver BC V6E 3C9

(hereinafter referred to as “Mackie”)

WHEREASin respect to the Convertible Debenture dated July 23, 2013, 37 Capital owes the principal amount plus accrued interest totaling $105,121.00 to Mackie as of November 30, 2020 (the “37 Capital Debt”);

ANDWHEREAS by means of a letter dated December 4, 2020, 37 Capital offered to Mackie as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt through the issuance to Mackie of 2,102,420 common shares of 37 Capital at a deemed price of $0.05 per common share (“37 Capital’s Offer”);

ANDWHEREAS Mackie accepted 37 Capital’s Offer as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt.

The parties hereto agree as follows:

1.	If<br> required by the Canadian Securities Exchange (“CSE”), this Agreement shall<br> be subject to the acceptance for the listing of the 2,102,420 common shares of 37 Capital<br> on the CSE;
2.	37<br> Capital shall issue to Mackie through the issuance of 2,102,420 common shares of 37 Capital<br> at a deemed price of $0.05 per common share, as full and final settlement of the 37 Capital<br> Debt and all matters related to 37 Capital Debt;
---	---
3.	The<br> 2,102,420 common shares of 37 Capital that shall be issued to Mackie will be subject<br> to four months and a day hold period in accordance with applicable Canadian securities<br> laws;
---	---
4.	This<br> Agreement will be governed by and construed in accordance with the laws of the Province<br> of British Columbia, Canada, and the parties hereto attorn to the exclusive jurisdiction<br> of the courts of British Columbia, Canada to entertain all conflicts, disputes, claims<br> and/or actions that may arise out of this Agreement;
---	---
5.	This<br> Agreement represents the full understanding and entire agreement in respect to the subject<br> matter between the parties hereto and there are no other representations and/or agreements,<br> oral or written between the parties hereto in respect to the subject matter, and that<br> this Agreement may not be modified without an agreement in writing signed by all the<br> parties hereto.
---	---

and,

6.	This<br> Agreement may be executed in several counterparts, including facsimile or email, each<br> of which when executed shall be deemed to be an original and such counterparts shall<br> together be one and the same instrument effective as of the day given above.

Agreed and accepted as of ____ day of December, 2020.

37 CAPITAL INC.	MACKIE RESEARCH<br> CAPITAL CORPORATION
per:	per:
/s/ Jake Kalpakian	/s/<br> Stewart Vorberg
Jake Kalpakian	Stewart Vorberg

| 4 |

| --- |

DEBT SETTLEMENT AGREEMENT

This Debt Settlement Agreement (hereinafter referred to as this “Agreement”) is made and dated as of the 11^th^ day of December, 2020.

BETWEEN:

37Capital Inc., of

Suite 400 – 570 Granville Street

Vancouver, BC V6C 3P1

(hereinafter referred to as “37 Capital”)

AND:

KalpakianBros. of B.C. Ltd., of

4005 West 34th Avenue

Vancouver, BC V6N 2L6

(hereinafter referred to as “KBros.”)

WHEREASin respect to certain loans advanced by KBros. to 37 Capital, 37 Capital owes the principal amount plus accrued interest totaling $75,413.06 to K Bros. as of November 30, 2020 (the “37 Capital Debt”);

ANDWHEREAS by means of a letter dated December 4, 2020, 37 Capital offered to KBros. as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt through the issuance to KBros. of 1,508,261 common shares of 37 Capital at a deemed price of $0.05 per common share (“37 Capital’s Offer”);

ANDWHEREAS KBros. accepted 37 Capital’s Offer as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt.

The parties hereto agree as follows:

1.	If<br> required by the Canadian Securities Exchange (“CSE”), this Agreement shall<br> be subject to the acceptance for the listing of the 1,508,261 common shares of 37 Capital<br> on the CSE;
2.	37<br> Capital shall issue to KBros. through the issuance of 1,508,261 common shares of 37 Capital<br> at a deemed price of $0.05 per common share, as full and final settlement of the 37 Capital<br> Debt and all matters related to 37 Capital Debt;
---	---
3.	The<br> 1,508,261 common shares of 37 Capital that shall be issued to KBros. will be subject<br> to four months and a day hold period in accordance with applicable Canadian securities<br> laws;
---	---
4.	This<br> Agreement will be governed by and construed in accordance with the laws of the Province<br> of British Columbia, Canada, and the parties hereto attorn to the exclusive jurisdiction<br> of the courts of British Columbia, Canada to entertain all conflicts, disputes, claims<br> and/or actions that may arise out of this Agreement;
---	---
5.	This<br> Agreement represents the full understanding and entire agreement in respect to the subject<br> matter between the parties hereto and there are no other representations and/or agreements,<br> oral or written between the parties hereto in respect to the subject matter, and that<br> this Agreement may not be modified without an agreement in writing signed by all the<br> parties hereto.
---	---

and,

6.	This<br> Agreement may be executed in several counterparts, including facsimile or email, each<br> of which when executed shall be deemed to be an original and such counterparts shall<br> together be one and the same instrument effective as of the day given above.
37 CAPITAL INC.	KALPAKIAN BROS.<br> OF B.C. LTD.
---	---
per:	per:
/s/ Neil<br> Spellman	/s/<br> Jake H. Kalpakian
Neil Spellman	Jake H. Kalpakian

| 5 |

| --- |

DEBT SETTLEMENT AGREEMENT

This Debt Settlement Agreement (hereinafter referred to as this “Agreement”) is made and dated as of the 11^th^ day of December, 2020.

BETWEEN:

37Capital Inc., of

Suite 400 – 570 Granville Street

Vancouver, BC V6C 3P1

(hereinafter referred to as “37 Capital”)

AND:

JakeH. Kalpakian, of

4005 West 34th Avenue

Vancouver, BC V6N 2L6

(hereinafter referred to as “JHK”)

WHEREASin respect to certain loans advanced by JHK to 37 Capital, 37 Capital owes the principal amount plus accrued interest totaling $20,994.81 to JHK as of November 30, 2020 (the “37 Capital Debt”);

ANDWHEREAS by means of a letter dated December 4, 2020, 37 Capital offered to JHK as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt through the issuance to JHK of 419,896 common shares of 37 Capital at a deemed price of $0.05 per common share (“37 Capital’s Offer”);

ANDWHEREAS JHK accepted 37 Capital’s Offer as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt.

The parties hereto agree as follows:

1.	If<br> required by the Canadian Securities Exchange (“CSE”), this Agreement shall<br> be subject to the acceptance for the listing of the 419,896 common shares of 37 Capital<br> on the CSE;
2.	37<br> Capital shall issue to JHK through the issuance of 419,896 common shares of 37 Capital<br> at a deemed price of $0.05 per common share, as full and final settlement of the 37 Capital<br> Debt and all matters related to 37 Capital Debt;
---	---
3.	The<br> 419,896 common shares of 37 Capital that shall be issued to JHK will be subject to four<br> months and a day hold period in accordance with applicable Canadian securities laws;
---	---
4.	This<br> Agreement will be governed by and construed in accordance with the laws of the Province<br> of British Columbia, Canada, and the parties hereto attorn to the exclusive jurisdiction<br> of the courts of British Columbia, Canada to entertain all conflicts, disputes, claims<br> and/or actions that may arise out of this Agreement;
---	---
5.	This<br> Agreement represents the full understanding and entire agreement in respect to the subject<br> matter between the parties hereto and there are no other representations and/or agreements,<br> oral or written between the parties hereto in respect to the subject matter, and that<br> this Agreement may not be modified without an agreement in writing signed by all the<br> parties hereto.
---	---

and,

6.	This<br> Agreement may be executed in several counterparts, including facsimile or email, each<br> of which when executed shall be deemed to be an original and such counterparts shall<br> together be one and the same instrument effective as of the day given above.
37 CAPITAL INC.	JACKPOT DIGITAL INC.
---	---
per:	per:
/s/ Neil<br> Spellman	Jake<br> H. Kalpakian
Neil Spellman	Jake H. Kalpakian

| 6 |

| --- |

DEBT SETTLEMENT AGREEMENT

This Debt Settlement Agreement (hereinafter referred to as this “Agreement”) is made and dated as of the 11^th^ day of December, 2020.

BETWEEN:

37Capital Inc., of

Suite 400 – 570 Granville Street

Vancouver, BC V6C 3P1

(hereinafter referred to as “37 Capital”)

AND:

JackpotDigital Inc.,

Suite 400, 570 Granville Street

Vancouver, BC V6C 3P1

(hereinafter referred to as “Jackpot”)

WHEREASin respect to rent charged and office support services rendered by Jackpot to 37 Capital, 37 Capital owes the sum of $149,345.00 to Jackpot as of September 30, 2020 (the “37 Capital Debt”);

ANDWHEREAS by means of a letter dated December 4, 2020, 37 Capital offered to Jackpot as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt through the issuance to Jackpot of 2,986,900 common shares of 37 Capital at a deemed price of $0.05 per common share (“37 Capital’s Offer”);

ANDWHEREAS Jackpot accepted 37 Capital’s Offer as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt.

The parties hereto agree as follows:

1.	If<br> required by the Canadian Securities Exchange (“CSE”), this Agreement shall<br> be subject to the acceptance for the listing of the 2,986,900 common shares of 37 Capital<br> on the CSE;
2.	37<br> Capital shall issue to Jackpot through the issuance of 2,986,900 common shares of 37<br> Capital at a deemed price of $0.05 per common share, as full and final settlement of<br> the 37 Capital Debt and all matters related to 37 Capital Debt;
---	---
3.	The<br> 2,986,900 common shares of 37 Capital that shall be issued to Jackpot will be subject<br> to four months and a day hold period in accordance with applicable Canadian securities<br> laws;
---	---
4.	This<br> Agreement will be governed by and construed in accordance with the laws of the Province<br> of British Columbia, Canada, and the parties hereto attorn to the exclusive jurisdiction<br> of the courts of British Columbia, Canada to entertain all conflicts, disputes, claims<br> and/or actions that may arise out of this Agreement;
---	---
5.	This<br> Agreement represents the full understanding and entire agreement in respect to the subject<br> matter between the parties hereto and there are no other representations and/or agreements,<br> oral or written between the parties hereto in respect to the subject matter, and that<br> this Agreement may not be modified without an agreement in writing signed by all the<br> parties hereto.
---	---

and,

6.	This<br> Agreement may be executed in several counterparts, including facsimile or email, each<br> of which when executed shall be deemed to be an original and such counterparts shall<br> together be one and the same instrument effective as of the day given above.

Agreed and accepted as of ____ day of December, 2020.

37 CAPITAL INC.	JACKPOT DIGITAL INC.
per:	per:
/s/ Jake Kalpakian	/s/ Neil Spellman
Jake Kalpakian	Neil Spellman

| 7 |

| --- |

DEBT SETTLEMENT AGREEMENT

This Debt Settlement Agreement (hereinafter referred to as this “Agreement”) is made and dated as of the 11^th^ day of December, 2020.

BETWEEN:

37Capital Inc., of

Suite 400 – 570 Granville Street

Vancouver, BC V6C 3P1

(hereinafter referred to as “37 Capital”)

AND:

AnfieldSujir Kennedy & Durno,

c/o 3200-650 West Georgia Street

Vancouver BC V6B 4P7

(hereinafter referred to as “ASKD”)

WHEREASin respect to services rendered by ASKD to 37 Capital, 37 Capital owes the sum of $50,534.87 to ASKD as of September 30, 2020 (the “37 Capital Debt”).

ANDWHEREAS by means of a letter dated December 4, 2020, 37 Capital offered to ASKD as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt through the issuance to ASKD of 1,010,697 common shares of 37 Capital at a deemed price of $0.05 per common share (“37 Capital’s Offer”);

ANDWHEREAS ASKD accepted 37 Capital’s Offer as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt.

The parties hereto agree as follows:

1.	If<br> required by the Canadian Securities Exchange (“CSE”), this Agreement shall<br> be subject to the acceptance for the listing of the 1,010,697 common shares of 37 Capital<br> on the CSE;
2.	37<br> Capital shall issue to ASKD through the issuance of 1,010,697 common shares of 37 Capital<br> at a deemed price of $0.05 per common share, as full and final settlement of the 37 Capital<br> Debt and all matters related to 37 Capital Debt;
---	---
3.	The<br> 1,010,697 common shares of 37 Capital that shall be issued to ASKD will be subject to<br> four months and a day hold period in accordance with applicable Canadian securities laws;
---	---
4.	This<br> Agreement will be governed by and construed in accordance with the laws of the Province<br> of British Columbia, Canada, and the parties hereto attorn to the exclusive jurisdiction<br> of the courts of British Columbia, Canada to entertain all conflicts, disputes, claims<br> and/or actions that may arise out of this Agreement;
---	---
5.	This<br> Agreement represents the full understanding and entire agreement in respect to the subject<br> matter between the parties hereto and there are no other representations and/or agreements,<br> oral or written between the parties hereto in respect to the subject matter, and that<br> this Agreement may not be modified without an agreement in writing signed by all the<br> parties hereto.
---	---

and,

6.	This<br> Agreement may be executed in several counterparts, including facsimile or email, each<br> of which when executed shall be deemed to be an original and such counterparts shall<br> together be one and the same instrument effective as of the day given above.

Agreed and accepted as of ____ day of December, 2020.

37 CAPITAL INC.	ANFIELD SUJIR KENNEDY & DURNO
per:	per:
/s/ Jake Kalpakian	/s/ Michael Kennedy
Jake Kalpakian	Michael Kennedy

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DEBT SETTLEMENT AGREEMENT

This Debt Settlement Agreement (hereinafter referred to as this “Agreement”) is made and dated as of the 11^th^ day of December, 2020.

BETWEEN:

37Capital Inc., of

Suite 400 – 570 Granville Street

Vancouver, BC V6C 3P1

(hereinafter referred to as “37 Capital”)

AND:

AndrasSzabo, of

Verhalom utca 28

Budapest 1062

Hungary

(hereinafter referred to as “Szabo”)

WHEREASin respect to the Convertible Debenture dated April 12, 2013, 37 Capital owes the principal amount plus accrued interest totaling $103,231.18 to Szabo as of November 30, 2020 (the “37 Capital Debt”);

ANDWHEREAS by means of a letter dated December 4, 2020, 37 Capital offered to Szabo as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt through the issuance to Szabo of 2,064,624 common shares of 37 Capital at a deemed price of $0.05 per common share (“37 Capital’s Offer”);

ANDWHEREAS Szabo accepted 37 Capital’s Offer as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt.

The parties hereto agree as follows:

1.	If<br> required by the Canadian Securities Exchange (“CSE”), this Agreement shall<br> be subject to the acceptance for the listing of the 2,064,624 common shares of 37 Capital<br> on the CSE;
2.	37<br> Capital shall issue to Szabo through the issuance of 2,064,624 common shares of 37 Capital<br> at a deemed price of $0.05 per common share, as full and final settlement of the 37 Capital<br> Debt and all matters related to 37 Capital Debt;
---	---
3.	The<br> 2,064,624 common shares of 37 Capital that shall be issued to Szabo will be subject to<br> four months and a day hold period in accordance with applicable Canadian securities laws;
---	---
4.	This<br> Agreement will be governed by and construed in accordance with the laws of the Province<br> of British Columbia, Canada, and the parties hereto attorn to the exclusive jurisdiction<br> of the courts of British Columbia, Canada to entertain all conflicts, disputes, claims<br> and/or actions that may arise out of this Agreement;
---	---
5.	This<br> Agreement represents the full understanding and entire agreement in respect to the subject<br> matter between the parties hereto and there are no other representations and/or agreements,<br> oral or written between the parties hereto in respect to the subject matter, and that<br> this Agreement may not be modified without an agreement in writing signed by all the<br> parties hereto.
---	---

and,

6.	This<br> Agreement may be executed in several counterparts, including facsimile or email, each<br> of which when executed shall be deemed to be an original and such counterparts shall<br> together be one and the same instrument effective as of the day given above.
37 CAPITAL INC.	ANDRAS SZABO
---	---
per:	per:
/s/ Jake Kalpakian	/s/ Andras Szabo
Jake Kalpakian	Andras Szabo

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| --- |

DEBT SETTLEMENT AGREEMENT

This Debt Settlement Agreement (hereinafter referred to as this “Agreement”) is made and dated as of the 11^th^ day of December, 2020.

BETWEEN:

37Capital Inc., of

Suite 400 – 570 Granville Street

Vancouver, BC V6C 3P1

(hereinafter referred to as “37 Capital”)

AND:

JAMCOCapital Partners Inc., of

302

2902 W.Broadway

Vancouver, BC V6K 2G8

(hereinafter referred to as “JAMCO”)

WHEREASin respect to a loan advanced by JAMCO to 37 Capital during

February 2017, 37 Capital owes the sum of $53,024.40 to JAMCO as of September 30, 2020 (the “37 Capital Debt”);

ANDWHEREAS by means of a letter dated December 4, 2020, 37 Capital offered to JAMCO as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt through the issuance to JAMCO of 1,060,488 common shares of 37 Capital at a deemed price of $0.05 per common share (“37 Capital’s Offer”);

ANDWHEREAS JAMCO accepted 37 Capital’s Offer as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt.

The parties hereto agree as follows:

1.	If<br> required by the Canadian Securities Exchange (“CSE”), this Agreement shall<br> be subject to the acceptance for the listing of the 1,060,488 common shares of 37 Capital<br> on the CSE;
2.	37<br> Capital shall issue to JAMCO through the issuance of 1,060,488 common shares of 37 Capital<br> at a deemed price of $0.05 per common share, as full and final settlement of the 37 Capital<br> Debt and all matters related to 37 Capital Debt;
---	---
3.	The<br> 1,060,488 common shares of 37 Capital that shall be issued to JAMCO will be subject to<br> four months and a day hold period in accordance with applicable Canadian securities laws;
---	---
4.	This<br> Agreement will be governed by and construed in accordance with the laws of the Province<br> of British Columbia, Canada, and the parties hereto attorn to the exclusive jurisdiction<br> of the courts of British Columbia, Canada to entertain all conflicts, disputes, claims<br> and/or actions that may arise out of this Agreement;
---	---
5.	This<br> Agreement represents the full understanding and entire agreement in respect to the subject<br> matter between the parties hereto and there are no other representations and/or agreements,<br> oral or written between the parties hereto in respect to the subject matter, and that<br> this Agreement may not be modified without an agreement in writing signed by all the<br> parties hereto.
---	---

and,

6.	This<br> Agreement may be executed in several counterparts, including facsimile or email, each<br> of which when executed shall be deemed to be an original and such counterparts shall<br> together be one and the same instrument effective as of the day given above.

Agreed and accepted as of ____ day of December, 2020.

37 CAPITAL INC.	JAMCO CAPITAL PARTNERS INC.
per:	per:
/s/ Jake<br> Kalpakian	/s/ Christopher Kape
Jake Kalpakian	Authorized Signatory

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| --- |

AMENDMENTAGREEMENT TO THE

PropertyOPTION AGREEMENT

THIS AMENDMENT AGREEMENT TO THE PROPERTY OPTION (hereinafter referred to as this “Amendment Agreement”) is made as of 15^th^day of October, 2020.

BETWEEN:

37CAPITAL INC., having an office at Suite 400, 570 Granville Street,

Vancouver, B.C. Canada, V6C 3P1

(hereinafter referred to as "37 Capital")

OF THE FIRST PART

AND:

EAGLEPLAINS RESOURCES LTD., having an office at Suite 200

12th Avenue South, Cranbrook, BC, V6C 2R7

(hereinafter referred to as "Eagle Plains")

OF THE SECOND PART

Eagle Plains and 37 Capital shall collectively be referred to as “the Parties”.

A.	The<br> Parties entered into and executed the Property Option Agreement in respect to the Acacia<br> Property dated 30^th^ September, 2019 (the “Property Option Agreement”)<br> as more particularly described in Schedule “A” attached hereto;
B.	For<br> reasons beyond its control, 37 Capital was not able to incur the required amount of $100,000<br> (One Hundred Thousand Dollars) in property related expenditures during the 1^st^<br> Anniversary of the Property Option Agreement;
---	---

and,

C.	The<br> Parties wish to make certain amendments to the Property Option Agreement in order to<br> maintain the Property Option Agreement in good standing and in full force and effect.

NOWTHEREFORE, this Amendment Agreement witnesses that for good and valuable consideration, the receipt and sufficiency of which is acknowledged, Eagle Plains and 37 Capital hereby agree as follows:

1). Article 2.1(b) shall be deleted in its entirety, and shall be replaced by the following:

b) In lieu of not having incurred the required $100,000 (One Hundred Thousand Dollars) in property related expenditures during the 1st Anniversary of the Property Option Agreement, 37 Capital will issue to Eagle Plains 50,000 (Fifty Thousand) common shares in the capital of 37 Capital as fully paid and non-assessable which will have the applicable regulatory hold period from trading of 4 months and one day and which shall be issued within a period of five (5) business days after the execution of this Amendment Agreement by both Parties.

Pursuant to Article 2.1(d)(i), 37 Capital will issue to Eagle Plains 50,000 (Fifty Thousand) common shares in the capital of 37 Capital, as fully paid and non-assessable, which will have the applicable regulatory hold period from trading of 4 months and one day and which shall be issued within a period of five (5) business days after the execution of this Amendment Agreement by both Parties.

3. Article 2.1(d)(ii) shall be deleted in its entirety and shall be replaced as follows:

(d)(ii) “shall make a firm commitment to incur a total amount of $200,000 (Two Hundred Thousand Dollars) in property related expenditures during the 2nd Period of the Property Option Agreement;”

4. The Second Anniversary of the Property Option Agreement shall be August 31, 2021.

5. Article 2.1(p) shall be deleted in its entirety and shall be replaced as follows:

“At all times, and without any exceptions whatsoever, 37 Capital shall be the Operator of the Acacia Property. However, a subsidiary of Eagle Plains namely TerraLogic Exploration Inc. (“TerraLogic”) shall conduct the field work on the Acacia Property during the 2^nd^ Anniversary of the Property Option Agreement on the clear understanding and agreement that TerraLogic will ensure and will guarantee that all property related expenditures shall meet the requirements of and will qualify for Super Flow-Through Shares funding as per the regulations of the applicable Federal and Provincial Governments. Furthermore, TerraLogic shall be exclusively responsible to carry out and maintain an insurance policy covering all risks including public liability insurance in respect to all of its activities on the Acacia Property. After the 2nd Anniversary of the Property Option Agreement, 37 Capital shall not be obligated to use the services of TerraLogic for field work unless the Parties agree to do so in writing and by mutual consent.

6.	All<br> other terms and conditions of the Property Option Agreement shall remain unchanged and<br> shall be in full force and effect.
7.	This<br> Amendment Agreement shall be governed by the laws of the Province of British Columbia<br> and the federal laws of Canada applicable therein. The Parties agree that the courts<br> of the Province of British Columbia shall have the sole jurisdiction to entertain any<br> action or other legal proceedings that may arise out of this Amendment Agreement.
---	---
8.	The<br> Parties may execute this Amendment Agreement in counterparts and may deliver same by<br> facsimile or by electronic mail, each facsimile or electronic mail being deemed to be<br> an original and such counterparts, shall be deemed to form one and the same instrument<br> bearing the date set forth above notwithstanding the date of actual execution.
---	---

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| --- |

IN WITNESS WHEREOF the Parties hereto have hereunto executed these presents as of the day and year first above written.

THE CORPORATE SEAL OF

37 Capital Inc. was hereunto affixed

in the presence of:

_____________________________________

Authorized Signatory

THE CORPORATE SEAL OF

Eagle Plains Resources Ltd. was hereunto affixed

in the presence of:

_____________________________________

Authorized Signatory

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37CAPITAL INC.

NOTICEOF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Meeting") of the Shareholders of 37 CAPITAL INC. (hereinafter called the "Company") will be held on Friday, November 20, 2020, at Suite 400, 570 Granville Street, Vancouver, British Columbia at the hour of 11:00 a.m. (Vancouver time) for the following purposes:

1. To receive and consider the audited financial statements of the Company for the fiscal year ended December 31, 2019 and the Auditor's Report thereon;

2. To fix the number of Directors for the ensuing year at four (4);

3. To elect four (4) Directors for the ensuing year;

4. To re-appoint Dale Matheson Carr-Hilton Labonte (LLP), Chartered Professional Accountants, as the Company’s Auditor for the ensuing year and to authorize the Directors to fix the remuneration to be paid to the Auditor;

5. To re-approve the Company's Stock Option Plan; and

6. To transact such other business as may properly come before the Meeting.

Accompanying this Notice is an Information Circular and Proxy with notes to Proxy.

Shareholders unable to attend the Annual General Meeting in person should read the notes accompanying the enclosed Proxy and complete and return the Proxy to the Company's Registrar and Transfer Agent within the time and to the location set out in the said notes to the Proxy.

The enclosed Proxy is solicited by Management and you may amend it, if you so desire, by striking out the names listed therein and inserting in the space provided the name of the person you wish to represent you at the Meeting.

CAUTIONCONCERNING COVID-19 PANDEMIC

At the date of this Notice and the accompanying information circular (“Information Circular”) it is the intention of the Company to hold the Meeting at the location stated above in this Notice. We are continuously monitoring the development of the current coronavirus disease (“COVID-19”) Pandemic. In light of the rapidly evolving public health guidelines related to COVID-19, we ask shareholders to consider voting their shares by proxy and not attend the meeting in person. Those shareholders who do wish to attend the Meeting in person, should carefully consider and follow the instructions of the federal Public Health Agency of Canada available at: https://www.canada.ca/en/public-health/services/diseases/2019-novel-coronavirus-infection.html. We ask that shareholders also review and follow the instructions of any regional health authorities of the Province of British Columbia, including the Vancouver Coastal Health Authority, the Fraser Health Authority and any other health authority holding jurisdiction over the areas you must travel through to attend the Meeting. Please do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to/from outside of Canada within the 14 days immediately prior to the Meeting. All shareholders are strongly encouraged to vote by submitting their completed form of proxy (or voting instruction form) prior to the Meeting by one of the means described in the Information Circular accompanying this Notice.

The Company reserves the right to take any additional pre-cautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 Pandemic, including: (i) holding the Meeting virtually or by providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled to/from outside of Canada within the 14 days immediately prior to the Meeting; and (v) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Company will announce any and all of these changes by way of news release, which will be filed under the Company’s profile on SEDAR as well as on our Company website at www.37capitalinc.com. We strongly recommend you check the Company’s website prior to the Meeting for the most current information. IN THE EVENT OF ANY CHANGES TO THE MEETING FORMAT DUE TO THE COVID-19 PANDEMIC, THE COMPANY WILL NOT PREPAREOR MAIL AN AMENDED NOTICE, INFORMATION CIRCULAR OR MEETING MATERIALS.

DATED at Vancouver, British Columbia, this 7^th^ day of October, 2020.

BY ORDER OF THE BOARD,

“JakeH. Kalpakian”

_____________________

Jake H. Kalpakian

President, CEO & Director

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37CAPITAL INC.

Suite 400, 570 Granville Street

Vancouver, BC V6C 3P1

Telephone: (604) 681-1519

INFORMATIONCIRCULAR

(Containing Information as at October 7, 2020, unless otherwise stated)

SOLICITATION OF PROXIES

This Information Circular is furnished in connection with the solicitation of proxies by the Management of 37 Capital Inc. (the "Company"), for use at the Annual General Meeting (the "Meeting") of the Shareholders of the Company, to be held on Friday, the 20^th^ day of November, 2020, at the time and place and for the purposes set forth in the accompanying Notice of Meeting and at any adjournment thereof. The solicitation will be primarily by mail, however, proxies may be solicited personally or by telephone by the regular officers and employees of the Company. The cost of solicitation will be borne by the Company.

CAUTIONCONCERNING COVID-19 PANDEMIC

The Company reserves the right to take any additional pre-cautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments of the COVID-19 Pandemic, including: (i) holding the Meeting virtually or by providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled to/from outside of Canada within the 14 days immediately prior to the Meeting; and (v) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Company will announce any and all of these changes by way of news release, which will be filed under the Company’s profile on SEDAR as well as on our Company website at www.37capitalinc.com. We strongly recommend you check the Company’s website prior to the Meeting for the most current information. IN THE EVENT OF ANY CHANGES TO THE MEETING FORMAT DUE TO THE COVID-19 PANDEMIC, THE COMPANY WILL NOT PREPAREOR MAIL AN AMENDED NOTICE, INFORMATION CIRCULAR OR MEETING MATERIALS.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the accompanying form of Proxy are Directors and/or officers of the Company. A SHAREHOLDER HAS THE RIGHT TOAPPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR HIM OR HER ON HIS OR HER BEHALF AT THE MEETING OTHER THANTHE PERSONS NAMED IN THE ENCLOSED INSTRUMENT OF PROXY. TO EXERCISE THIS RIGHT, A SHAREHOLDER SHALL STRIKE OUT THE NAMES OF THEPERSONS NAMED IN THE INSTRUMENT OF PROXY AND INSERT THE NAME OF HIS/HER NOMINEE IN THE BLANK SPACE PROVIDED, OR COMPLETE ANOTHERINSTRUMENT OF PROXY. A PROXY WILL NOT BE VALID UNLESS IT IS DEPOSITED WITH THE COMPANY’S REGISTRAR AND TRANSFER AGENT, COMPUTERSHARETRUST COMPANY OF CANADA, AT 100 UNIVERSITY AVENUE, 9TH FLOOR, TORONTO, ONTARIO, M5J 2Y1, NOT LESS THAN 48 HOURS (EXCLUDING SATURDAYS,SUNDAYS AND HOLIDAYS) BEFORE THE TIME OF THE MEETING OR ANY ADJOURNMENT THEREOF.

The Instrument of Proxy must be signed by the Shareholder or by his attorney in writing, or, if the Shareholder is a Corporation, it must either be under its common seal or signed by a duly authorized officer.

A Shareholder who has given a proxy may revoke it at any time before it is exercised. In addition to revocation in any other manner permitted by law, a proxy may be revoked by instrument in writing executed by the Shareholder or by his attorney authorized in writing, or, if the Shareholder is a Corporation, it must either be under its common seal, or signed by a duly authorized officer and deposited at the Company’s Registrar and Transfer Agent, Computershare Trust Company of Canada, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, at any time up to and including the last business day preceding the day of the Meeting, or any adjournment of it, at which the proxy is to be used, or to the Chairperson of the Meeting on the day of the Meeting or any adjournment of it. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

VOTING OF SHARES AND EXERCISE OF DISCRETION OF PROXIES

On any poll, the persons named in the enclosed Instrument of Proxy will vote the shares in respect of which they are appointed. Where directions are given by the Shareholder in respect of voting for or against any resolution, the proxy holder will do so in accordance with such direction.

IN THE ABSENCE OF ANY INSTRUCTION IN THE PROXY, IT IS INTENDED THAT SUCH SHARES WILL BE VOTED IN FAVOUR OF THE MOTIONS PROPOSED TO BE MADE AT THE MEETING AS STATED UNDER THE HEADINGS IN THIS INFORMATION CIRCULAR. The Instrument of Proxy enclosed, when properly signed, confers discretionary authority with respect to amendments or variations to the matters which may properly be brought before the Meeting. At the time of printing this Information Circular, the Management of the Company is not aware that any such amendments, variations or other matters are to be presented for action at the Meeting. However, if any other matters which are not now known to the Management should properly come before the Meeting, the Proxies hereby solicited will be exercised on such matters in accordance with the best judgment of the nominee.

In order to approve a motion proposed at the Meeting, a majority of greater than 50% of the votes cast will be required (an “Ordinary Resolution”) unless the motion requires a Special Resolution, in which case a majority of not less than two-thirds of the votes cast will be required. In the event a motion proposed at the Meeting requires disinterested Shareholder approval, common shares (“Common Shares”) held by Shareholders of the Company who have an interest in the motion and their “associates”, as such term is defined under applicable securities laws, will be excluded from the count of votes cast on such motion.

ADVICE TO BENEFICIAL SHAREHOLDERS

Theinformation set forth in this section is of significant importance to many Shareholders as a substantial number of Shareholdersdo not hold their shares in their own name. Shareholders who do not hold their shares in their own name (referred to as “Beneficial Shareholders”) should note that only proxies deposited by Shareholders whose names appear on the records of the Company as the registered holders of shares can be recognized and acted upon at the Meeting.

If Common Shares are listed in an account statement provided to a Shareholder by a broker, then, in almost all cases, those Common Shares will not be registered in the Shareholder’s name on the records of the Company. Such shares will more likely be registered under the name of the Shareholder’s broker or an agent of that broker. In Canada, the vast majority of such Common Shares are registered under the name CDS & Co., the registration name for The Canadian Depositary for Securities, which acts as nominee for many Canadian brokerage firms. The Common Shares held by brokers or their agents or nominees can only be voted for or against resolutions upon the instructions of the Beneficial Shareholder. Without specific instructions, a broker and its agents or nominees are prohibited from voting shares for the broker’s clients. Beneficial Shareholders should carefully ensure that instructionsrespecting the voting of their Common Shares are communicated to the appropriate person.

Applicable regulatory rules require intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their shares are voted at the Meeting. The purpose of the form of proxy or voting instruction form provided to a Beneficial Shareholder by its broker, agent or nominee is limited to instructing the registered holder of the shares on how to vote such shares on behalf of the Beneficial Shareholder.

The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications (“Broadridge”). Broadridge typically supplies a voting instruction form, mails those forms to Beneficial Shareholders and asks those Beneficial Shareholders to return the forms to Broadridge or follow specific telephone or other voting procedures. Broadridge then tabulates the results of all instructions received by it and provides appropriate instructions respecting the voting of the shares to be represented at the Meeting. A Beneficial Shareholder receiving a voting instruction form from Broadridgecannot use that form to vote Common Shares directly at the Meeting. Instead, the voting instruction form must be returned to Broadridgeor the alternate voting procedures must be completed well in advance of the Meeting in order to ensure such Common Shares arevoted.

Although Beneficial Shareholders may not be recognized directly at the Meeting for the purpose of voting Common Shares registered in the name of their broker, agent or nominee, a Beneficial Shareholder may attend the Meeting as a proxyholder for a Shareholder and vote shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their shares as proxyholder for the registered Shareholder should contact their broker, agent or nominee well in advance of the Meeting to determine the steps necessary to permit them to indirectly vote their shares as a proxyholder.

All references to Shareholders in this Circular and the accompanying form of proxy are to registered Shareholders unless specifically stated otherwise.

NOTICEAND ACCESS

Effective February 11, 2013, the Canadian Securities Administrators adopted regulatory amendments to securities laws governing the delivery of proxy-related materials by public companies. As a result, public companies are now permitted to advise their shareholders of the availability of all proxy-related materials on an easily accessible website, rather than mailing physical copies of materials.

The Company elected to use the “notice and access” provisions under National Instrument 54-101 for the Meeting and has decided to deliver the Meeting Materials to its Shareholders by posting the Meeting Materials on its website (www.37capitalinc.com) as of October 16, 2020 and will remain on the Company’s website for one full year. The Meeting Materials will also be available on SEDAR at www.sedar.com as of October 16, 2020.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Company’s authorized capital consists of an unlimited number of Common Shares without par value and an unlimited number of preferred shares (“Preferred Shares”) without par value. As at October 7, 2020 (the “Record Date”), the Company has 7,192,709 Common Shares issued and outstanding, each share carrying the right to one vote. There are no Preferred Shares outstanding.

Any Shareholder of record at the close of business on the Record Date who either personally attends the Meeting or who has completed and delivered a Proxy in the manner and subject to the provisions described above, shall be entitled to vote or to have such Shareholder’s shares voted at the Meeting.

To the best of the knowledge of the Directors and senior officers of the Company, the only persons who beneficially own, or control or direct, directly or indirectly, more than 10% of the issued and outstanding Common Shares of the Company, are as follows:

Name	Number of Voting Securities	Percentage
Bedo<br> H. Kalpakian,<br><br> Delta, BC and<br><br> Jake H. Kalpakian<br><br> <br>Vancouver,<br> BC and<br><br> <br>Isabel<br> Kalpakian<br><br> <br>Vancouver,<br> BC	1,554,575^(1)^	21.61%
87<br> Capital Corp.,<br><br> <br>Vancouver,<br> BC	800,000	11.12%
Howard<br> Blank<br><br> <br>Vancouver,<br> BC	1,000,000	13.90%
(1)	Of<br> these shares, 703,931 Common Shares are held by Bedo H. Kalpakian directly, 24,044 Common<br> Shares are held by Jake H. Kalpakian directly, 737,424 Common Shares are held by Isabel<br> Kalpakian directly, 75,020 Common Shares are held by private companies which are controlled<br> by and in which Jake H. Kalpakian is the principal shareholder and 14,156 Common Shares<br> are held by a family member of Jake H. Kalpakian.
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EXECUTIVE COMPENSATION

In accordance with the provisions of applicable securities legislation, the Company had two "Named Executive Officers" during the financial year ended December 31, 2019, namely Mr. Jake H. Kalpakian, President and CEO and Mr. Neil Spellman, CFO.

Definitions:

For the purpose of this Information Circular:

**“CEO”**means an individual who acted as chief executive officer of the company, or acted in a similar capacity, for any part of the most recently completed financial year;

**“CFO”**means an individual who acted as chief financial officer of the company, or acted in a similar capacity, for any part of the most recently completed financial year;

“closingmarket price” means the price at which the company’s security was last sold, on the applicable date,

(a)	in<br> the security’s principal marketplace in Canada, or
(b)	if<br> the security is not listed or quoted on a marketplace in Canada, in the security’s<br> principal marketplace;
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**“company”**includes other types of business organizations such as partnerships, trusts and other unincorporated business entities;

“equityincentive plan” means an incentive plan, or portion of an incentive plan, under which awards are granted and that falls within the scope of IFRS2 Share-Based Payment;

“externalmanagement company” includes a subsidiary, affiliate or associate of the external management company;

“grantdate” means a date determined for financial statement reporting purposes under IFRS2 Share-Based Payment;

“incentiveplan” means any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specified period;

“incentiveplan award means compensation awarded, earned, paid, or payable under an incentive plan;

**“NEO”**or “Named Executive Officer” means each of the following individuals:

(a)	a<br> CEO;
(b)	a<br> CFO;
---	---
(c)	each<br> of the three most highly compensated executive officers, or the three most highly compensated<br> individuals acting in a similar capacity, other than the CEO and CFO, at the end of the<br> most recently completed financial year whose total compensation was, individually, more<br> than $150,000, as determined in accordance with subsection 1.3(6) of National Instrument<br> 51-102, for that financial year; and
---	---
(d)	each<br> individual who would be an NEO under paragraph (c) but for the fact that the individual<br> was neither an executive officer of the company, nor acting in a similar capacity, at<br> the end of that financial year;
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“NI52-107” means National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency;

“non-equityincentive plan” means an incentive plan or portion of an incentive plan that is not an equity incentive plan;

“option-basedaward” means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option-like features;

**“plan”**includes any plan, contract, authorization, or arrangement, whether or not set out in any formal document, where cash, securities, similar instruments or any other property may be received, whether for one or more persons;

“replacementgrant” means an option that a reasonable person would consider to be granted in relation to a prior or potential cancellation of an option;

**“repricing”**means, in relation to an option, adjusting or amending the exercise or base price of the option, but excludes any adjustment or amendment that equally affects all holders of the class of securities underlying the option and occurs through the operation of a formula or mechanism in, or applicable to, the option;

“share-basedaward” means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, Common Shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units, and stock.

compensation discussion and analysis

The Company’s executive officers do not currently receive any compensation but may, in the future, receive a base salary in recognition for discharging job responsibilities and that reflects the officer’s performance over time, as well as that individual’s particular experience and qualifications. If paid in the future, an officer’s base salary will be reviewed by the Board of Directors on an annual basis and may be adjusted to take into account performance contributions for the year and to reflect sustained performance contributions over a number of years. Officers are also eligible to receive discretionary bonuses as determined by the Board of Directors based on each officer’s responsibilities, his achievement of corporate objectives and the Company’s financial performance.

In addition, officers are eligible under the Company’s Stock Option Plan (the "Stock Option Plan") to receive grants of stock options. The Stock Option Plan is an important part of the Company’s long-term incentive strategy for its officers, permitting them to participate in any appreciation of the market value of the Common Shares over a stated period of time. The Stock Option Plan is intended to reinforce commitment to long-term growth in profitability and shareholder value. The size of stock option grants to officers is dependent on each officer's level of responsibility, authority and importance to the Company and the degree to which such officer's long-term contribution to the Company will be key to its long-term success.

In setting compensation and bonus levels, the Board has not yet established any formal objectives or criteria as the Company’s current stage of development and financial resources requires flexibility in determining remuneration for its NEO’s. The Board will, as circumstances require, review and consider the general risks associated with the Company's compensation policies and strategies in terms of compensation paid or proposed to be paid to its NEO’s.

The Board of Directors has not conducted a formal evaluation of the implications of the risks associated with the Company’s compensation policies. Risk management is a consideration of the Board of Directors when implementing its compensation policies and the Board of Directors do not believe that the Company’s compensation policies result in unnecessary or inappropriate risk taking including risks that are likely to have a material adverse effect on the Company.

Useof Financial Instruments

The Company does not have a policy that would prohibit a Named Executive Officer or Director from purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars or units of exchange funds, that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the Named Executive Officer or Director. However, management is not aware of any Named Executive or Director purchasing such an instrument.

The following table sets out certain information respecting the compensation paid to Named Executive Officers of the Company for the financial years ended December 31, 2019, 2018 and 2017.

SummaryCompensation Table

Name and principal position	Year	Salary<br><br> ($)	Share-based awards<br><br> ($)	Option-based awards<br><br> ($)	Non-equity<br> incentive plan compensation<br> ()	Pension value<br><br> ($)	All other compen-<br><br> sation<br><br> ($)	Total compen-<br><br> sation<br><br> ($)
					Annual<br> Incentive Plans
Jake<br> H. Kalpakian<br><br> President & CEO	2019	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2018	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2017	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Neil<br> Spellman<br><br> <br>CFO	2019	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2018	Nil	Nil	Nil	Nil	Nil	Nil	Nil
	2017	Nil	Nil	Nil	Nil	Nil	Nil	Nil

All values are in US Dollars.

option based awards

CommonShare Purchase Plan

The Company has in effect the Stock Option Plan in order to provide effective incentives to Directors, officers, senior management personnel, employees and consultants of the Company and to enable the Company to attract and retain experienced and qualified individuals in those positions by permitting such individuals to directly participate in an increase in per share value created for the Company’s Shareholders. The Company has no equity compensation plans other than the Stock Option Plan. The Stock Option Plan is an important part of the Company’s long-term incentive strategy for its executive officers, permitting them to participate in any appreciation of the market value of the Common Shares over a stated period of time. The Stock Option Plan is intended to reinforce commitment to long-term growth in profitability and shareholder value. The size of stock option grants to officers is dependent on each officer's level of responsibility, authority and importance to the Company and the degree to which such executive officer’s long term contribution to the Company will be key to its long-term success. Previous grants of stock options are taken into account when considering new grants.

OutstandingShare-Based Awards and Option-Based Awards

There were no outstanding share-based or option-based awards held by the NEO’s as at December 31, 2019.

IncentivePlan Awards – Value Vested Or Earned During The Year

For NEO’s, no option based awards or share based awards were vested or earned during the year ended December 31, 2019.

PensionPlan Benefits

No pension, retirement or deferred compensation plans, including defined contribution plans, have been instituted by the Company and none are proposed at this time.

Terminationand Change of Control Benefits

There are no contracts, agreements, plans or arrangements that provide for payments to NEO’s at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change of control of the Company or a change in a NEO’s responsibilities.

DIRECTORCOMPENSATION

There was no compensation paid to Directors who were not NEO’s for the financial year ended December 31, 2019.

The Company has no standard arrangement pursuant to which Directors who were not NEO’s are compensated by the Company for their services in the capacity as Directors except for the granting from time to time of incentive stock options. See “Option Based Awards – Common Share Purchase Plan”.

During the Company's most recently completed fiscal year, there were no stock options granted by the Company to Directors who were not NEO’s.

OutstandingShare Based & Option Based Awards

There were no outstanding share-based or option-based awards held by Directors of the Company who were not NEO’s as at December 31, 2019.

IncentivePlan Awards – Value Vested or Earned During the Year

There were no option-based awards or share based awards vested or earned during the year ended December 31, 2019 by the Directors who were not NEO's.

Securities Authorized for Issuance under Equity Compensation

The following table sets forth information with respect to all compensation plans under which equity securities are authorized for issuance as of December 31, 2019:

EquityCompensation Plan Information

	Number<br> of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average<br> exercise price of outstanding options, warrants and rights	Number<br> of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column<br> (a))
Plan<br> Category ^(1)^	(a)	(b)	(c)
Equity<br> compensation plans approved by securityholders	NIL	N/A	1,438,542
Equity<br> compensation plans not approved by securityholders	N/A	N/A	N/A
TOTAL	NIL	N/A	1,438,542
(1)	Represents<br> 20% “rolling” stock option plan (the “Stock Option Plan”). The<br> number of Common Shares remaining available for issuance under the Stock Option Plan<br> as at December 31, 2019 is based on the difference between the number of total number<br> of Common Shares issuable under the Stock Option Plan as at December 31, 2019, being<br> 1,438,542 shares (20% of 7,192,709 then-outstanding shares), less shares reserved for<br> issuance under outstanding options as at December 31, 2019 (NIL).
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For further information on the Company's equity compensation plan, refer to the heading "Particulars of Other Matters To Be Acted Upon" – "Re-approval of the Stock Option Plan."

INDEBTEDNESS OF DIRECTORS AND Executive OFFICERS

Other than “routine indebtedness” as defined in applicable securities legislation, since the beginning of the last fiscal year of the Company, none of the executive officers or Directors of the Company or any proposed nominee for election as a Director of the Company or any of their respective associates is or has been indebted to the Company or has been indebted to any other entity where that indebtedness was the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company.

Interest Of Certain Persons In Matters To Be Acted Upon

Except as otherwise disclosed herein, none of:

(e)	the<br> Directors or executive officers of the Company at any time since the beginning of the<br> last financial year of the Company;
(f)	the<br> proposed nominees for election as a Director of the Company; or
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(g)	any<br> associate or affiliate of the foregoing persons,
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has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matters to be acted upon at the Meeting exclusive of the election of Directors or the appointment of auditors.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

For purposes of the following discussion, "Informed Person" means (a) a Director or executive officer of the Company; (b) a Director or executive officer of a person or company that is itself an Informed Person or a subsidiary of the Company; (c) any person or company who beneficially owns, or controls or directs, directly or indirectly, voting securities of the Company or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of the Company, other than the voting securities held by the person or company as underwriter in the course of a distribution; and (d) the Company itself if it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

Except as disclosed below, elsewhere herein or in the Notes to the Company's financial statements for the financial year ended December 31, 2018, none of:

(h)	the<br> Informed Persons of the Company;
(i)	the<br> proposed nominees for election as a Director of the Company; or
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(j)	any<br> associate or affiliate of the foregoing persons,
---	---

has any material interest, direct or indirect, in any transaction since the commencement of the last financial year of the Company or in a proposed transaction which has materially affected or would materially affect the Company or any subsidiary of the Company.

FIXING THE NUMBER OF DIRECTOrS AND ELECTION OF DIRECTORS

The persons named in the enclosed Instrument of Proxy intend to vote in favour of fixing the number of Directors at four (4). Although Management is nominating four (4) individuals to stand for election, the names of further nominees for Directors may come from the floor at the Meeting.

Each Director of the Company is elected annually and holds office until the next Annual General Meeting of Shareholders or until his successor is duly elected, if his office is earlier vacated, in accordance with the Articles of the Company.

In the absence of instructions to the contrary, the Common Shares represented by Proxy will be voted for the nominees herein listed. Management does not contemplate that any of the nominees will be unable to serve as a Director.

INFORMATION CONCERNING NOMINEES SUBMITTED BY MANAGEMENT

The following table sets out the names of the persons proposed to be nominated by Management for election as a Director, the province or state and country in which he is ordinarily resident, the positions and offices which each presently holds with the Company, the period of time for which he has been a Director of the Company, the respective principal occupations or employment during the past five years if such nominee is not presently an elected Director and the number of Common Shares of the Company which each beneficially owns, or controls or directs, directly or indirectly, as of the date of this Information Circular. The four nominees are all currently Directors of the Company.

The nominees for the office of Director and information concerning them as furnished by the individual nominees are as follows:

Name, Province or State and Country of Ordinary Residence and Positions Held with the Company^(1)^	Principal Occupation ^(2)^	Dates Served as a Director	No. of Shares Beneficially Owned, Directly or Indirectly^(3)^
Jake<br> H. Kalpakian<br><br> <br>President,<br> CEO and Director<br><br> <br>BC,<br> Canada	President<br> & CEO of the Company; President and CEO of Jackpot Digital Inc. from 1991 to present	January<br> 2, 1991 to present	24,044<br> (direct)<br><br> <br>89,176<br> (indirect)^(4)^
Neil<br> Spellman<br><br> <br>CFO<br> and Director<br><br> <br>California,<br> USA	Sr.<br> Vice-President of DB Financial Management, Inc.	August<br> 23, 2016<br><br> <br>to<br> present	3<br> (direct)
Gregory<br> Todd McFarlane<br><br> <br>Director<br><br> <br>Nevada,<br> USA	Freelance<br> Advertising Copywriter	October<br> 1, 1992 to present	126<br> (direct)
Fred<br> A. C. Tejada<br><br> <br>Director<br><br> <br>BC,<br> Canada	CEO<br> of European Electric Metals Inc; ("EVX") (July 2017 to present)<br><br> <br><br><br> <br>President<br> of EVX from October 2011 to July 2017<br><br> <br><br><br> <br>Vice<br> President Operations and Exploration of EVX from June 2011 to October 2011	Dec.<br> 18, 2009<br><br> <br>to<br> present	Nil
(1)	For<br> the purposes of disclosing positions held in the Company, "Company" shall include<br> the Company and a parent or subsidiary thereof.
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(2)	Unless<br> otherwise stated above, all nominees have held the principal occupation or employment<br> indicated for the past five years.
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(3)	Common<br> Shares beneficially owned, or controlled or directed, directly or indirectly, by Directors<br> is based on information furnished to the Company by the nominees.
---	---
(4)	10,020<br> Common Shares are held by Kalpakian Bros. of B.C. Ltd (private company controlled by<br> Jake H. Kalpakian), and 65,000 Common Shares are held by 30 Rock Management Inc. (private<br> company controlled by Jake H. Kalpakian). In addition, Mr. Jake Kalpakian’s indirect<br> holdings include 14,156 Common Shares held by a family member.
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The Company does not currently have an Executive Committee of its Board of Directors. The current members of the audit committee are Neil Spellman, Gregory McFarlane and Fred Tejada.

CEASETRADE ORDERS, CORPORATE AND PERSONAL BANKRUPTCIES, PENALTIES AND SANCTIONS

No proposed Director (including any personal holding company of a proposed Director):

(1)	is,<br> as at the date of the Information Circular, or has been, within 10 years before the date<br> of this Information Circular, a director, chief executive officer or chief financial<br> officer of any company (including the Company) that:
(a)	was<br> the subject of a cease trade order (including a management cease trade order which applies<br> to directors or executive officers), an order similar to a cease trade order or an order<br> that denied the relevant company access to any exemption under securities legislation<br> that was in effect for a period of more than 30 consecutive days (collectively an “order”),<br> that was issued while such person was acting in the capacity as director, chief executive<br> officer or chief financial officer;
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(b)	was<br> subject to an order that was issued after such person ceased to be a director, chief<br> executive officer or chief financial officer and which resulted from an event that occurred<br> while that person was acting in the capacity as a director, chief executive officer or<br> chief financial officer;
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(2)	is,<br> as at the date of this Information Circular, or has been within 10 years before the date<br> of the Information Circular, a director or executive officer of any company (including<br> the Company) that, while that person was acting in that capacity, or within a year of<br> that person ceasing to act in that capacity, became bankrupt, made a proposal under any<br> legislation relating to bankruptcy or insolvency or was subject to or instituted any<br> proceedings, arrangement or compromise with creditors or had a receiver, receiver manager<br> or trustee appointed to hold its assets;
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(3)	has,<br> within the 10 years before the date of this Information Circular, become bankrupt, made<br> a proposal under any legislation relating to bankruptcy or insolvency, or become subject<br> to or instituted any proceedings, arrangement or compromise with creditors, or had a<br> receiver, receiver manager or trustee appointed to hold the assets of the proposed Director;<br> or
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(4)	has<br> been subject to:
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(a)	any<br> penalties or sanctions imposed by a court relating to securities legislation or by a<br> securities regulatory authority or has entered into a settlement agreement with a securities<br> regulatory authority since December 31, 2000 or before December 31, 2000 the disclosure<br> of which would likely be important to a reasonable security holder in deciding whether<br> to vote for a proposed Director; or
---	---
(b)	any<br> other penalties or sanctions imposed by a court or regulatory body that would likely<br> be considered important to a reasonable securityholder in deciding whether to vote for<br> a proposed Director.
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No proposed Director is to be elected under any arrangement or understanding between the proposed Director and any other person or company, except the Directors and executive officers of the Company acting solely in such capacity.

audit committee disclosure

The Audit Committee Charter and the disclosure required by National Instrument 52-110 are attached hereto as Schedule “A”. The Audit Committee monitors the integrity of internal controls and monitors the business conduct of the Company. The committee reviews matters on a quarterly basis, relating to the financial position of the Company in order to provide reasonable assurances that the Company is in compliance with applicable laws and regulations

APPOINTMENT AND REMUNERATION OF AUDITORS

Management recommends the re-appointment of Dale Matheson Carr-Hilton Labonte (LLP) (“DMCL”), Chartered Professional Accountants, of Suite 1500 - 1140 West Pender Street, Vancouver, British Columbia, V6E 4G1, as the Auditor of the Company to hold office until the next Annual General Meeting of the Shareholders at remuneration to be fixed by the Board of Directors, and the persons named in the enclosed Proxy intend to vote in favour of such re-appointment. DMCL were initially appointed as auditor of the Company on March 28, 2017.

Corporate governance

The information required to be disclosed by National Instrument 58-101 Disclosure of Corporate Governance Practices is attached to this information circular as Schedule “B”.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

Re-approvalof the Stock Option Plan

At last year's annual general meeting held on November 18, 2019 the Company proposed and the Shareholders reapproved the Company's 20% “rolling” stock option plan (the "Stock Option Plan"). Shareholders are being asked to re-approve the Company’s Stock Option Plan at this year's Annual General Meeting.

1. Numberof Common Shares Reserved for Issuance under the Plan

Under the Plan, that number of Common Shares as is equal to 20% of the Company's issued and outstanding Common Shares from time to time may be reserved for the granting of stock options.

2. Purposesof the Plan and Eligibility

The purpose of the Plan is to advance the interests of the Company by providing eligible persons with additional incentive; encouraging stock ownership of eligible persons; increasing the proprietary interest of eligible persons in the success of the Company; encouraging eligible persons to remain with the Company or its subsidiaries; and attracting new employees, Directors and officers.

Directors, senior officers, consultants, employees, and management company employees of the Company and its subsidiaries are eligible to participate in the Plan.

While the Board, or any Committee to which administration of the Plan may be delegated, may, at its discretion, decide which terms to include in any option agreement on a case-by-case basis and there is no obligation on the Board or such Committee, if any, to use an identical form of option agreement or stipulate identical terms for each category of optionee or otherwise, the Board imposes certain restrictions as set out below.

The aggregate number of Common Shares that may be reserved for issuance pursuant to an option or options granted to any one individual in any 12-month period shall not exceed 5% and in the case of insiders, 10%, of the issued and outstanding Common Shares, calculated at the date any such option is granted. The maximum number of Common Shares which may be issued to insiders under the Plan or any other share compensation arrangement within any 12 month period shall be 10% of the Common Shares issued and outstanding at the time of issuance.

3. VestingRequirements

For any option granted under the Plan, the Board of Directors may, at its sole discretion, determine whether such option shall vest immediately or be subject to such vesting schedule as the Board may deem appropriate in the circumstances.

Notwithstanding the above, in the event a take-over bid, as defined in applicable securities legislation (but excluding an exempt take-over bid pursuant to applicable securities legislation) is made by any offeror to acquire outstanding voting or equity securities of the Company, the Board of Directors shall have the power and authority to pass a resolution deeming options that have not vested at the time to have vested, so as to enable optionees to exercise their respective options to the fullest extent possible and to tender all shares thereunder to such take-over bid.

4. Terminationor Expiry of Options

The Plan stipulates that options may be granted under the Plan with a maximum term of five years.

Except as otherwise determined by the Board options granted under the Plan must expire 90 days after an optionee ceases to be a Director, senior officer, consultant, employee or management company employee. Termination for cause shall result in expiry of the affected option effective immediately upon such termination.

In the event of an optionee's death, the deceased's option may be exercised by his or her heirs or administrators within one year after the date of death (to the extent that the optionee was entitled to exercise such option as of the date of death).

5.	Other Material Terms

The exercise price for any option shall be fixed by the Board. The Plan stipulates that the minimum exercise price may be at a discount of 25% to the closing market price of the Company’s Common Shares on the day preceding the grant of the option but not less than $0.05 per share.

All options granted and any Common Shares issuable upon exercise thereof shall be subject to any resale restrictions under applicable securities laws.

All options are non-assignable and non-transferable (subject to the options being exercisable by the optionee's heirs or administrators in the event of the optionee's death).

The Board of Directors may at any time, and from time to time, amend the Plan. However, no amendment shall be effective unless approved by the Shareholders of the Company to the extent shareholder approval is necessary for the Plan to satisfy any stock exchange or quotation system listing requirements. The Board shall not make any changes to any existing option agreements that are adverse to the optionee unless such optionee first consents in writing to any such changes.

If any change is made in the Common Shares subject to the Plan, or subject to any option (through merger, consolidation, reorganization, recapitalization, stock dividend, dividend property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company), the Plan will be appropriately adjusted in the type(s) and maximum number of securities subject to the Plan and the maximum number of securities subject to award to any person, and the outstanding options will be appropriately adjusted in the type(s) and number of securities and price per share of shares subject to such outstanding options.

The Board of Directors unanimously recommends that Shareholders ratify, confirm and approve the re-approval of the Stock Option Plan by voting in favour of the above resolution. It is the intention of the persons named in the enclosed Proxy, in the absenceof instructions to the contrary, to vote the Proxy in favour of the resolution approving the re-approval of the Stock Option Plan.

Other Matters

As of the date of this Information Circular, management knows of no other matters to be acted upon at this Annual General Meeting. However, should any other matters properly come before the Meeting, the shares represented by the proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting the shares represented by the proxy.

additional information

Additional information relating to the Company is available on SEDAR at www.sedar.com. Copies of the Company’s Financial Statements and Management Discussion and Analysis may be obtained without charge upon request from the Company, at Suite 400, 570 Granville Street, Vancouver, BC V6C 3P1, phone (604) 681-1519 and such documents will be sent by mail or electronically by email as may be specified at the time of the request.

director approval

The contents of this Information Circular and the sending thereof to the Shareholders of the Company have been approved by the Board of Directors.

DATED at Vancouver, British Columbia, this 7^th^ day of October, 2020.

"JakeH. Kalpakian"

JAKE H. Kalpakian

President, Chief Executive Officer and Director

| 2 |

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37CAPITAL INC.

(the"Company")

SCHEDULE"A"

FORM52-110F2

AUDITCOMMITTEE DISCLOSURE

ITEM 1:	THE AUDIT COMMITTEE’S CHARTER

Purpose

The overall purpose of the Audit Committee (the "Committee") of 37 Capital Inc. (the "Company") is to ensure that the Company's management has designed and implemented an effective system of internal financial controls, to review and report on the integrity of the financial statements and related financial disclosure of the Company, and to review the Company's compliance with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of financial information. It is the intention of the Board that through the involvement of the Committee, the external audit will be conducted independently of the Company’s Management to ensure that the independent auditors serve the interests of Shareholders rather than the interests of Management of the Company. The Committee will act as a liaison to provide better communication between the Board and the external auditors. The Committee will monitor the independence and performance of the Company's independent auditors.

Composition,Procedures and Organization

(1) The Committee shall consist of at least three members of the Board of Directors (the "Board").

(2)	At<br> least two (2) members of the Committee shall be independent and the Committee shall endeavour<br> to appoint a majority of independent directors to the Committee, who in the opinion of<br> the Board, would be free from a relationship which would interfere with the exercise<br> of the Committee members’ independent judgment. At least one (1) member of the<br> Committee shall have accounting or related financial management expertise. All members<br> of the Committee that are not financially literate will work towards becoming financially<br> literate to obtain a working familiarity with basic finance and accounting practices<br> applicable to the Company. For the purposes of this Charter, an individual is financially<br> literate if he or she has the ability to read and understand a set of financial statements<br> that present a breadth and level of complexity of accounting issues that are generally<br> comparable to the breadth and complexity of the issues that can reasonably be expected<br> to be raised by the Company's financial statements.
(3)	The<br> Board, at its organizational meeting held in conjunction with each annual general meeting<br> of the shareholders, shall appoint the members of the Committee for the ensuing year.<br> The Board may at any time remove or replace any member of the Committee and may fill<br> any vacancy in the Committee.
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(4)	Unless<br> the Board shall have appointed a chair of the Committee, the members of the Committee<br> shall elect a chair and a secretary from among their number.
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(5)	The<br> quorum for meetings shall be a majority of the members of the Committee, present in person<br> or by telephone or other telecommunication device that permits all persons participating<br> in the meeting to speak and to hear each other.
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(6)	The<br> Committee shall have access to such officers and employees of the Company and to the<br> Company’s external auditors, and to such information respecting the Company, as<br> it considers to be necessary or advisable in order to perform its duties and responsibilities.
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(7) Meetings of the Committee shall be conducted as follows:

(a)	the<br> Committee shall meet at least four times annually at such times and at such locations<br> as may be requested by the chair of the Committee. The external auditors or any member<br> of the Committee may request a meeting of the Committee;
(b)	the<br> external auditors shall receive notice of and have the right to attend all meetings of<br> the Committee; and
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(c)	management<br> representatives may be invited to attend all meetings except private sessions with the<br> external auditors.
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(5)	The<br> internal auditors and the external auditors shall have a direct line of communication<br> to the Committee through its chair and may bypass management if deemed necessary. The<br> Committee, through its chair, may contact directly any employee in the Company as it<br> deems necessary, and any employee may bring before the Committee any matter involving<br> questionable, illegal or improper financial practices or transactions.
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RolesAnd Responsibilities

(9)	The<br> overall duties and responsibilities of the Committee shall be as follows:
(a)	to<br> assist the Board in the discharge of its responsibilities relating to the Company’s<br> accounting principles, reporting practices and internal controls and its approval of<br> the Company’s annual and quarterly financial statements and related financial disclosure;
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(b)	to<br> establish and maintain a direct line of communication with the Company’s internal<br> and external auditors and assess their performance;
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(c)	to<br> ensure that the management of the Company has designed, implemented and is maintaining<br> an effective system of internal financial controls; and
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(d)	to<br> report regularly to the Board on the fulfilment of its duties and responsibilities.
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(10)	The<br> duties and responsibilities of the Committee as they relate to the external auditors<br> shall be as follows:
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(a)	to<br> recommend to the Board a firm of external auditors to be engaged by the Company, and<br> to verify the independence of such external auditors;
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(b)	to<br> review and approve the fee, scope and timing of the audit and other related services<br> rendered by the external auditors;
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(c)	review<br> the audit plan of the external auditors prior to the commencement of the audit;
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(d)	to<br> review with the external auditors, upon completion of their audit:
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A. contents of their report;

B. scope and quality of the audit work performed;

C. adequacy of the Company’s financial and auditing personnel;

D. co-operation received from the Company’s personnel during the audit;

E. internal resources used;

F. significant transactions outside of the normal business of the Company;

G.	significant<br> proposed adjustments and recommendations for improving internal accounting controls,<br> accounting principles or management systems; and

H. the non-audit services provided by the external auditors;

(e)	to<br> discuss with the external auditors the quality and not just the acceptability of the<br> Company’s accounting principles; and
(f)	to<br> implement structures and procedures to ensure that the Committee meets the external auditors<br> on a regular basis in the absence of management.
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(11)	The<br> duties and responsibilities of the Committee as they relate to the internal control procedures<br> of the Company are to:
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(a)	review<br> the appropriateness and effectiveness of the Company’s policies and business practices<br> which impact on the financial integrity of the Company, including those relating to internal<br> auditing, insurance, accounting, information services and systems and financial controls,<br> management reporting and risk management;
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(b)	review<br> compliance under the Company’s business conduct and ethics policies and to periodically<br> review these policies and recommend to the Board changes which the Committee may deem<br> appropriate;
---	---
(c)	review<br> any unresolved issues between management and the external auditors that could affect<br> the financial reporting or internal controls of the Company; and
---	---
(d)	periodically<br> review the Company’s financial and auditing procedures and the extent to which<br> recommendations made by the internal audit staff or by the external auditors have been<br> implemented.
---	---
(12)	The<br> Committee is also charged with the responsibility to:
---	---
(a)	review<br> the Company’s quarterly statements of earnings, including the impact of unusual<br> items and changes in accounting principles and estimates and report to the Board with<br> respect thereto;
---	---
(b)	review<br> and approve the financial sections of:
---	---

A. the annual report to Shareholders;

B. the annual information form, if required;

C. annual and interim MD&A;

D. prospectuses;

E. news releases discussing financial results of the Company; and

F. other public reports of a financial nature requiring approval by the Board,

and report to the Board with respect thereto;

(c)	review<br> regulatory filings and decisions as they relate to the Company’s financial statements;
(d)	review<br> the appropriateness of the policies and procedures used in the preparation of the Company’s<br> financial statements and other required disclosure documents, and consider recommendations<br> for any material change to such policies;
---	---
(e)	review<br> and report on the integrity of the Company’s financial statements;
---	---
(f)	review<br> the minutes of any audit committee meeting of subsidiary companies;
---	---
(g)	review<br> with management, the external auditors and, if necessary, with legal counsel, any litigation,<br> claim or other contingency, including tax assessments that could have a material effect<br> upon the financial position or operating results of the Company and the manner in which<br> such matters have been disclosed in the financial statements;
---	---
(h)	review<br> the Company’s compliance with regulatory and statutory requirements as they relate<br> to financial statements, tax matters and disclosure of financial information; and
---	---
(i)	develop<br> a calendar of activities to be undertaken by the Committee for each ensuing year and<br> to submit the calendar in the appropriate format to the Board of Directors following<br> each annual general meeting of shareholders.
---	---
(13)	The<br> Committee shall have the authority:
---	---
(a)	to<br> engage independent counsel and other advisors as it determines necessary to carry out<br> its duties,
---	---
(b)	to<br> set and pay the compensation for any advisors employed by the Committee; and
---	---
(c)	to<br> communicate directly with the internal and external auditors.
---	---
ITEM 2:	COMPOSITION OF THE AUDIT COMMITTEE
---	---

The members of the Committee are Neil Spellman, Gregory McFarlane and Fred Tejada. All of the members are financially literate. Gregory Todd McFarlane and Fred Tejada are considered to be independent. Neil Spellman is the Chief Financial Officer of the Company and is therefore not independent. "Independent" and "financially literate" have the meaning used in Multilateral Instrument 52-110 (the "Instrument") of the Canadian Securities Administrators.

ITEM 3:	RELEVANT EDUCATION AND EXPERIENCE

The Instrument provides that an individual is "financially literate" if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

All of the members of the Company's audit committee are financially literate as that term is defined in the Instrument.

The Chairman of the Audit Committee, Neil Spellman sits on the audit committee of another public issuer. Greg McFarlane and Fred Tejada sit on the audit committee of other public issuers. All members have an understanding of the accounting principles used by the Company to prepare its financial statements and have an understanding of its internal controls and procedures for financial reporting.

ITEM 4:	AUDIT COMMITTEE OVERSIGHT

At no time since the commencement of the Company’s most recently completed financial year was a recommendation of the Committee to nominate or compensate an external auditor (currently, Dale Matheson Carr-Hilton Labonte (LLP),) not adopted by the Board.

ITEM 5:	RELIANCE ON CERTAIN EXEMPTIONS

Since the effective date of MI 52-110, the Company has not relied on the exemptions contained in sections 2.4 or 8 of MI 52-110. Section 2.4 provides an exemption from the requirement that the audit committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the fiscal year in which the non-audit services were provided. Section 8 permits a company to apply to a securities regulatory authority for an exemption from the requirements of MI 52-110, in whole or in part.

ITEM 6:	PRE-APPROVAL POLICIES AND PROCEDURES

Formal policies and procedures for the engagement of non-audit services have yet to be formulated and adopted. Subject to the requirements of the Instrument, the engagement of non-audit services is considered by the Company's Board of Directors, and where applicable by the Audit Committee, on a case by case basis.

ITEM 7:	EXTERNAL AUDITOR SERVICE FEES (BY CATEGORY)

The aggregate fees charged to the Company by the external auditor in each of the last two fiscal years are as follows:

	FYE 2018	FYE 2019
Audit<br> fees for the year ended	$11,500	$17,720
Audit<br> related fees	$nil	$nil
Tax<br> fees	$1,000^(1)^	$886^(1)^
All<br> other fees (non-tax)	$nil	$nil
Total<br> Fees:	$12,500	$18,606
(1)	These fees are for the preparation and filing of the Company’s tax return.
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ITEM 8:	EXEMPTION
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In respect of the most recently completed financial year, the Company is relying on the exemption set out in section 6.1 of the Instrument with respect to compliance with the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of the Instrument.

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37CAPITAL INC.

(the"Company")

SCHEDULE"B"

CORPORATE GOVERNANCE

Pursuant to National Instrument 58-101 Disclosure of Corporate Governance Practices the Company is required to and hereby discloses its corporate governance practices as follows.

ITEM 1.	BOARD OF DIRECTORS

The Board of Directors of the Company facilitates its exercise of independent supervision over the Company’s management through frequent meetings of the Board.

Mr. Jake Kalpakian is the President, CEO and a Director of the Company and is therefore not independent.

Mr. Neil Spellman is the CFO & a Director of the Company and is therefore not independent.

Mr. Gregory T. McFarlane, a Director of the Company, is "independent" in that he has no direct or indirect material relationship with the Company.

Mr. Fred A. C. Tejada, a Director of the Company, is "independent" in that he has no direct or indirect material relationship with the Company.

ITEM 2.	DIRECTORSHIPS

The Directors of the Company are currently directors of the following other reporting issuers:

Name of Director	Name of Reporting Issuer	Term
Jake<br> H. Kalpakian	Jackpot<br> Digital Inc. (TSX.V)	January<br> 1991 to present
Gregory<br> Todd MacFarlane	Jackpot<br> Digital Inc. (TSX.V)	October<br> 1992 to present
Neil<br> Spellman	Jackpot<br> Digital Inc. (TSX.V)	July<br> 2002 to present
Fred<br> A.C. Tejada	Westminster<br> Resources Ltd. (TSX.V)<br><br> <br>Major<br> Precious Metals Corp. (CSE)<br><br> <br>MegumaGold<br> Corp. (CSE)<br><br> <br>European<br> Electric Metals Inc. (TSX.V)	December<br> 2019 to present<br><br> <br>April<br> 2018 to present<br><br> June 2016 to present<br><br> <br>June<br> 2011 to present
ITEM 3.	ORIENTATION AND CONTINUING EDUCATION
---	---

The Board of Directors of the Company brief all new Directors with the policies of the Board of Directors, and other relevant corporate and business information.

ITEM 4.	ETHICAL BUSINESS CONDUCT

The Board has found that the fiduciary duties placed on individual Directors by the Company’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual Director’s participation in decisions of the Board in which the Director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Under the corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, and disclose to the board the nature and extent of any interest of the director in any material contract or material transaction, whether made or proposed, if the director is a party to the contract or transaction, is a director or officer (or an individual acting in a similar capacity) of a party to the contract or transaction or has a material interest in a party to the contract or transaction. The director must then abstain from voting on the contract or transaction unless the contract or transaction (i) relates primarily to their remuneration as a director, officer, employee or agent of the Company or an affiliate of the Company, (ii) is for indemnity or insurance for the benefit of the director in connection with the Company, or (iii) is with an affiliate of the Company. If the director abstains from voting after disclosure of their interest, the directors approve the contract or transaction and the contract or transaction was reasonable and fair to the Company at the time it was entered into, the contract or transaction is not invalid and the director is not accountable to the Company for any profit realized from the contract or transaction. Otherwise, the director must have acted honestly and in good faith, the contract or transaction must have been reasonable and fair to the Company and the contract or transaction be approved by the shareholders by a special resolution after receiving full disclosure of its terms in order for the director to avoid such liability or the contract or transaction being invalid.

ITEM 5.	NOMINATION OF DIRECTORS

The Board of Directors is responsible for identifying individuals qualified to become new Board members and recommending to the Board new Director nominees for the next annual meeting of the shareholders.

New nominees must have a track record in general business management, special expertise in an area of strategic interest to the Company, the ability to devote the time required, shown support for the Company’s mission and strategic objectives, and a willingness to serve.

ITEM 6.	COMPENSATION

The Board of Directors conducts reviews with regard to Directors’ compensation once a year. To make its recommendation on Directors' compensation, the Board of Directors takes into account the types of compensation and the amounts paid to Directors of comparable publicly traded Canadian companies.

ITEM 7.	OTHER BOARD COMMITTEES

The Board of Directors has no other committees other than the Audit Committee.

ITEM 8.	ASSESSMENTS

The Board of Directors monitors the adequacy of information given to Directors, communication between the board and management and the strategic direction and processes of the Board and the Audit Committee.

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DEBT SETTLEMENT AGREEMENT

This Debt Settlement Agreement (hereinafter referred to as this “Agreement”) is made and dated as of the 11^th^ day of December, 2020.

BETWEEN:

37Capital Inc., of

Suite 400 – 570 Granville Street

Vancouver, BC V6C 3P1

(hereinafter referred to as “37 Capital”)

AND:

RobertoFia, of

197 Beech Avenue

Toronto, ON M4E 3H8

(hereinafter referred to as “Fia”)

ANDWHEREAS Fia accepted 37 Capital’s Offer as full and final settlement of the 37 Capital Debt and all matters related to the 37 Capital Debt.

The parties hereto agree as follows:

1.	If<br> required by the Canadian Securities Exchange (“CSE”), this Agreement shall<br> be subject to the acceptance for the listing of the 200,000 common shares of 37 Capital<br> on the CSE;
2.	37<br> Capital shall issue to Fia through the issuance of 200,000 common shares of 37 Capital<br> at a deemed price of $0.05 per common share, as full and final settlement of the 37 Capital<br> Debt and all matters related to 37 Capital Debt;
---	---
3.	The<br> 200,000 common shares of 37 Capital that shall be issued to Fia will be subject to four<br> months and a day hold period in accordance with applicable Canadian securities laws;
---	---
4.	This<br> Agreement will be governed by and construed in accordance with the laws of the Province<br> of British Columbia, Canada, and the parties hereto attorn to the exclusive jurisdiction<br> of the courts of British Columbia, Canada to entertain all conflicts, disputes, claims<br> and/or actions that may arise out of this Agreement;
---	---
5.	This<br> Agreement represents the full understanding and entire agreement in respect to the subject<br> matter between the parties hereto and there are no other representations and/or agreements,<br> oral or written between the parties hereto in respect to the subject matter, and that<br> this Agreement may not be modified without an agreement in writing signed by all the<br> parties hereto.
---	---

and,

6.	This<br> Agreement may be executed in several counterparts, including facsimile or email, each<br> of which when executed shall be deemed to be an original and such counterparts shall<br> together be one and the same instrument effective as of the day given above.

Agreed and accepted as of ____ day of December, 2020.

37 CAPITAL INC.	Roberto Fia
per:	per:
/s/ Jake<br> Kalpakian	/s/<br> Roberto Fia
Jake Kalpakian	Roberto Fia

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